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Company Number: SC163677

The Companies Act 1985

COMPANY LIMITED BY GUARANTEE

AND NOT HAVING A SHARE CAPITAL

MEMORANDUM AND ARTICLES OF ASSOCIATION

HELENSBURGH HERITAGE TRUST

 

Incorporated the 23rd day of February 1996

Oswalds

Registration Agents

24 Great King Street

Edinburgh EH3 6QN

Telephone 0131 557 6966

Fax 0131 556 2917


THE COMPANIES ACT 1985

COMPANY LIMITED BY GUARANTEE

AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION OF

HELENSBURGH HERITAGE TRUST

1. The name of the Company (hereinafter called “the Trust”) is the “HELENSBURGH HERITAGE TRUST’.

2. The Registered Office of the Trust will be situated in Scotland.

3. The object for which the Trust IS established is to advance the education of the public generally and particularly the inhabitants of the Town of Helensburgh and the surrounding areas by the preservation, restoration, enhancement, display and maintenance of features and objects of local historical, arts and arts related, architectural, archaeological or genealogical interest in or germane to the Helensburgh area; and to promote a wider appreciation of the heritage and history of the area by means of providing and maintaining any or all of the following a Heritage Centre; exhibitions and educational facilities; meetings, lectures and tours; publications; and other appropriate facilities and events. .

In furtherance of and ancillary to these objects and without prejudice to the generality thereof, but not otherwise, the Trust shall have power to do all or any of the following things.

(a) To buy or otherwise acquire land and or buildings in Helensburgh-, or the Surrounding areas and to promote the construction of a building or buildings on land so acquired and to promote the repair, renovation restoration, conversion and future preservation of any building so acquired or constructed for use as a Heritage Centre to commemorate the history of the town of Helensburgh and the surrounding areas and as a place for the performing of performance of the arts, display of pictures by local artists and of local interest and generally for the entertainment and education of the local residents of the town of Helensburgh and the surrounding areas and for visitors of the area.

(b) To buy or otherwise acquire property, artefacts, manuscripts, photographic or other records, memorabilia or other objects of local historical, architectural, archaeological or genealogical interest and to encourage and promote the repair, renovation, restoration and future preservation of any such property or article acquired by the Trust.

(c) To buy or otherwise acquire such furniture, fittings, equipment, or such other articles as may be necessary for the display and interpretation of any artefact, manuscript, photographic or other record, any item of memorabilia or any other object acquired by the Trust or for the interpretation of any matter of local historical, architectural, archaeological or genealogical interest.

(d) To make such arrangements as may be necessary to enable the town of Helensburgh and the surrounding areas and the public at large to view and enjoy the town of Helensburgh and the surrounding areas together with such artefacts, manuscripts, photographic or other records, memorabilia or other objects as may be from time to time displayed within the Heritage Centre (whether free or at a charge). Also to make such arrangements as are necessary for promoting the performance of the arts in Helensburgh and the surrounding areas whether in the Heritage Centre or elsewhere.

(e) To publish books or pamphlets or other printed material, or produce audio or video tapes, or in any other appropriate manner to make known to the residents of the town of Helensburgh and the surrounding areas and the public at large the existence of the Heritage Centre and its purpose.

(f) To raise funds by means of membership subscriptions, donations, covenants, appeals and grants or by any other lawful means for the purposes of the Trust; to invite and accept gifts of all sorts whether “inter vivos” or by will and whether or not subject to conditions; and to carry out any condition imposed on any gift which may be accepted.

(g) To borrow money for the purposes of the Trust on such terms and on such security (if any) as may be deemed proper and in the best interests of the Trust.

(h) To invest the whole or any part of the Trust funds at their sole and uncontrolled discretion in heritable and leasehold property, investments and securities, but in the case of investments and securities only in such as are permitted in terms of the Trustee Investment Act 1961 as amended.

(i) To enter into and carry out such contracts as are necessary for the attainment of the Trust’s objects.

(j) To make planning applications, applications for consent under bye-laws or other relevant regulations, and such other like applications as may be necessary for the attainment of the Trust’s objects.

(k) To co-operate with any local or public authority or any other body whether charitable or otherwise, concerned to achieve the Trust’s objects.

(I) Generally, to do any things necessary for the attainment of the Trust’s objects.

Provided that:

(I) In case the Trust shall take or hold any property which may be subject to any external trusts, the Trust shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.

(ii) The objects of the Trust shall not extend to the regulation of relations between workers and employers or organisations of workers or organisations of employers.

(iii) The Trust shall have regard at all times to the need to secure, improve or control public access to all buildings and land preserved by or under the care of the Trust but not necessarily to the interior of such buildings of which only the exterior is of particular architectural or historical interest.

4. The income and property of the Trust howsoever derived shall be applied solely towards the promotion of the objects of the Trust as set forth in this Memorandum of Association, and no portion thereof shall be paid or transferred directly by way of dividend, bonus or otherwise howsoever by way of profit, to the members of the Trust.

Provided that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any officer or servant of the Trust or to any member of the Trust in return for any services actually rendered to the Trust, nor prevent the payment of interest at a rate not exceeding the Bank of Scotland base rate for the time on money lent or reasonable and proper rent for premises demised or let by any member to the Trust; but so that no member of the Board of Management or Governing Body of the Trust shall be appointed to any salaried office of the Trust or any office of the Trust paid by fees, and that no remuneration or other benefit in money or money’s worth shall be given by the Trust to any member of such Board or Governing Body, except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Trust; provided that the provision last aforesaid shall not apply to any payment to any company of which a member of the Board of Management or Governing Body may be a member and in which such member shall not hold more than one hundredth part of any capital, and such member shall not be bound to account for any share of profits he may receive ¡n respect of any such payments.

5. The liability of the members is limited.

6. Every member of the Trust undertakes to contribute to the assets of the Trust, in the event of the same being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Trust contracted before he ceases to be a member, and, of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding Ten Pounds Sterling.

7. If upon the winding up or dissolution of the Trust there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid or distributed among the members of the Trust but shall be given or transferred to some other charitable institution or institutions having objects which are similar to the objects of the Trust and which shall prohibit the distribution of its or their income or property among its or their members to an extent at least as great as is imposed on the Trust under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the members of the Trust at or before the time of dissolution, and if and so far as effect cannot be given to such provisions, then to some other charitable object.

8. True accounts shall be kept of the sums of money received and expended by the Trust and the matters in respect of which such receipts and expenditure take place, of all sales and purchases of property and goods by the Trust and of the property, credits and liabilities of the Trust, and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Trust for the time being, such accounts shall be open to the inspection of the members. Once at least in every year the accounts of the Trust shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more suitably qualified Auditors or Examiners in terms of the Statutory legislation relative at the time.


We, the Subscribers to this Memorandum of Association, wish to be formed into a

Company pursuant to this Memorandum.

Names and addresses of Subscribers

Mrs Betty Humphrey

5 Station Road

Craigendoran

Helensburgh

Mr John Malcolm Humphrey

5 Station Road

Craigendoran

Helensburgh

Mrs Sarah Margaret Joice

Gables Lodge

Shandon

Mrs Cecelia Mary Dunlop

12 Edward Drive

Helensburgh

Mr Norman Macleod Glen

11 Queens Court

Helensburgh

Dr Anne Margaret Gray

6 Station Road

Craigendoran

Helensburgh

Mr Ian James Scott

The Little House

Pier Road

Rhu

Mr James Fraser Nicol

14 Chapelacre Grove

Helensburgh

Dated this 13th day of February, 1996.

Witness to the above Signatures:- Ian Alexander Gray

6 Station Road

Craigendoran

Helensburgh


THE COMPANIES ACT 1985

COMPANY LIMITED BY GUARANTEE

AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION OF

HELENSBURGH HERITAGE TRUST

GENERAL

1. In these presents the words standing in the first column of the Table next hereinafter contained shall bear the meanings set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context:

WORDS

MEANINGS

The Act

The Companies Act, 1985

These presents

The Articles of Association and the regulations of the Helensburgh Heritage Trust from time to time in force

The Trust

The above named Helensburgh Heritage Trust

The Board

The Board of Management for the time being of the Trust

The Office

The registered office of the Trust

Seal

The Common Seal of the Trust

Month

Calendar Month

In Writing

Written, printed or lithographed, or partly one or partly another, and other modes of representing or reproducing words in a visible form

And words importing the singular number only shall include the plural number, and vice versa.

Words importing the masculine gender only shall include the feminine gender, and vice versa.

Words importing persons shall include corporations.

Subject as aforesaid, any words or expressions defined in the Act or any statutory modification thereof in force at the date on which these presents become binding on the Trust, shall, if not inconsistent with the subject or context, bear the same meanings in these presents.

2. The number of members with which the Trust proposes to be registered is five but the Board may from time to time register an increase of members.

3. The provisions of Sections 191(7), 352 and 353 of the Act shall be observed by the Trust and every member shall either sign a written consent to become a member or sign the register of members on becoming a member.

4. The Trust is established for the objects declared in the Memorandum of Association.

5. The subscribers to the Memorandum of Association and other such persons as the Board shall admit to membership in accordance with the provisions hereinafter contained shall be members of the Trust.

MEMBERS

The following persons and none other shall be members of the Trust:

(A) Such persons as subscribe to the Memorandum and Articles of Association before registration thereof.

(B) Such other persons or corporations as may desire to be admitted to membership and who may be elected by the Board to be members of the Trust.

In these presents the expression “Corporation” shall be deemed to include any body corporate, and regional, district or other public authority and any unincorporated association whom the Board may elect to membership.

6. Any election of a person to be a member of the Trust under the provisions of Article 5 Sub-Article (B) shall conform to the following regulations and conditions:

(1) Such persons must be proposed for election by a member of the Board and fourteen days notice shall be given to the members of the Board of the meeting at which it is intended to propose such person for election, stating the object of the meeting, the name and address of the person to be proposed and the name of the member of the Board proposing such person.

(2) Such person must sign and deliver to the Trust an application for admission to membership framed in such terms as the Board shall require.

In the event of such person being elected in accordance with the above regulations

he shall be entered as a member of the Trust on the Register.

7. Any member may terminate his membership of the Trust by notice in writing served on the Trust and thereupon he shall be deemed to have resigned and his name shall be removed from the Register of Members.

8. If any member shall tail in the observance of these Articles or of any regulations of the Board made under any powers vested in them or for other sufficient reason the Board may convene an Extraordinary General Meeting of the Trust for the purpose of considering an extraordinary resolution for the expulsion of such member and on such extraordinary resolution being passed the name of such member shall be removed from the Register of Members, and he shall thereupon cease to be a member.

GENERAL MEETINGS

9. A general meeting of the Trust shall be held in every calendar year as its Annual General Meeting at such time (not being more than fifteen months after the holding of the last preceding General Meeting) and place as the Board shall appoint provided that so long as the Trust shall hold its first Annual General Meeting within eighteen months of its incorporation it need not hold it in the year of its incorporation or in the following year.

10. All General Meetings, other than Annual General Meetings, shall be called Extraordinary General Meetings.

11. The Board may, when they think fit, convene an Extraordinary General Meeting, and Extraordinary General Meetings shall be convened on such requisition or, in default may be convened by such requisitionists, as provided by Section 368 of the Act.

12. For Annual General Meetings fourteen days notice at least (exclusive of the day on which the notice is served or deemed to be served and of the day for which the notice is given) specifying the place, the day and the hour of meeting, and in case of special business the nature of such business, shall be given to the members either in (1) hard copy form or (2) in electronic form, or (3) by means of the Trust’s website or (4) in such other manner (if any) as may be prescribed by the Trust in General Meeting; but with the consent of all the members entitled to receive notices thereof or of such proportion thereof as is prescribed by the Act in the case of meetings other than Annual General Meetings, a meeting may be convened by such notice as those members think fit. The supporting documents relating to all meetings, such as accounts, balance sheets and Directors’ reports, may also be given to members either in (1) hard copy form or (2) in electronic form, or (3) by means of the Trust’s website or (4) in such other manner (if any) as may be prescribed by the Trust in General Meeting. The accidental omission to give notice to any member, or the non-receipt by any member of such notice, shall not invalidate the proceedings at any General Meeting.

PROCEEDINGS AT GENERAL MEETINGS.

13. The business of an Annual General Meeting shall be to receive and consider the accounts and balance sheets and the reports of the Board and Auditors or Examiners, to elect members of the Board in place of those retiring and also additional members of the Board, and to elect Auditors or Examiners and fix their remuneration. All other business transacted at an Annual General Meeting shall be deemed special.

14. No business shall be transacted at any General Meeting, except the adjournment of the meeting, unless a quorum of members is present at the time when the meeting proceeds to business, and such quorum shall consist of not less than ten members personally present.

15. If within fifteen minutes from the time appointed for the meeting a quorum be not present, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place, and if at such adjourned meeting a quorum be not present within fifteen minutes from the time appointed for the meeting, the member or members present shall be deemed to be a quorum and may do all business which a full quorum might have done.

16. The Chairman (if any) of the Board, or in his absence the Vice-Chairman (if any) shall preside as Chairman at every General Meeting of the Trust. If there be no such Chairman, or if at any meeting he be not present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of the members of the Board present to be Chairman, or if no member of the Board be present and willing to take the Chair, the members present shall choose one of their number to be Chairman.

17. The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than business left unfinished at the meeting from which the adjournment took place. When a meeting s adjourned for twenty-one days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.

18. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is, before or upon the declaration of the result of the show of hands, demanded by the Chairman or by at least two-thirds of the members present in person or by proxy, or by a member or members present in person or by proxy and representing one-fifth of the total voting rights of all the members having the right to vote at the meeting, and unless a poll be so demanded, a declaration by the Chairman of the meeting that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, or not be carried by a particular majority, and any entry to that effect in the Minute Book of the Trust, 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. The demand for a poll may be withdrawn.

19. Subject to the provisions of the next succeeding Article, if a poll be demanded in the manner aforesaid it shall be taken at such time and place and in such manner as the Chairman of the meeting shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

20. No poll shall be demanded on the election of a Chairman of a meeting or on any question of adjournment.

21. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall be entitled to a second or casting vote.

22. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business in addition to the question on which a poll shall have been demanded.

VOTES OF MEMBERS

23. Every member shall have one vote.

24. (a) Save as herein expressly provided, no person other than a member duly registered shall be entitled to be present or to vote on any question, either personally or by proxy or as proxy for another member at any General Meeting.

(b) Any corporation which is a member of the Trust may by resolution of its governing body authorise such person as it thinks fit to act as its representative at any meeting of the Trust and the person so authorised shall be entitled to exercise the same voting powers on behalf of the corporation he represents as that corporation could have exercised if it were a personal member of the Trust. A corporation represented at a meeting by its authorised representative shall be deemed for all purposes to be present in person. A copy of the resolution appointing its representative which shall be certified as a correct copy by the Chairman or another recognised officer of the governing body of a corporation, shall be conclusive evidence of such appointment.

25. Votes may be given on a poll either personally or by proxy. On a show of hands a member present only by proxy shall have no vote, but the representative of a corporation may vote on a show of hands. Except in the case of a corporation, no person shall act as a proxy who is not entitled to be present and vote in his own right.

26. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing.

27. The instrument appointing a proxy and the power of attorney (if any) under which t is signed or a notarially certified copy thereof shall be deposited at the office or at such other place within the United Kingdom as is specified for that purpose in the notice convening the meeting at least forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the person named in such instrument proposes to vote, otherwise the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.

28. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death of the principal or revocation of the proxy, provided that no intimation in writing of the death or revocation shall have been received at the office or other place as aforesaid one hour at least before the time fixed for holding the meeting.

29. Any instrument appointing a proxy shall be in the following form, or as near thereto as circumstances will admit:

I                                                                          of                                                                      of a member of the HELENSBURGH HERITAGE TRUST (hereinafter called “the Trust”) and entitled to one vote, hereby appoint

                                                                       of                                                                       another member of the Trust, and failing him

                                                                       of                                                                      another member of the Trust, to vote for me and on my behalf at the General Meeting of the Trust to be held on the day of                                                                       19         and at any adjournment thereof.

As Witness my hand this day of                                                                       19         

BOARD OF MANAGEMENT

30. The affairs of the Trust shall be managed by the Board of Management. The number of the members of the Board shall not be less than FIVE nor more than TEN.

31. The members of the Board shall be:

(A) The Subscribers to the Memorandum of Association and

(B) Such other persons (being members of the Trust) as shall from time to time be elected thereto by the Board or by the members of the Trust in General Meeting.

Provided that no person who is employed by the Trust and receiving any salary, fees, remuneration or other benefit in money or money’s worth from the Trust (save as permitted in Clause 4 of the Memorandum of Association) shall be eligible for membership of the Board.

PROCEEDINGS OF THE BOARD OF MANAGEMENT

32. The Board may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. Unless otherwise determined FIVE shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman shall have a second or casting vote.

33. A member of the Board may, and on the request of a member of the Board the Secretary shall at any time, summon a meeting of the Board by notice served upon the several members of the Board. A member of the Board who is absent from the United Kingdom and who has no registered address in the United Kingdom shall not be entitled to notice of a meeting.

34. The Board shall from time to time elect a Chairman who shall be entitled to preside at all meetings of the Board at which he shall be present, and may determine for what period he is to hold office, but if no such Chairman be elected or if at any meeting the Chairman cannot be present with FIFTEEN minutes after the time appointed for holding the meeting and willing to preside, the members of the Board shall choose one of their number to be Chairman of the meeting.

35. A meeting of the Board at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the regulations of the Trust for the time being vesting in the Board generally.

36. The Board may delegate any of their powers to committees consisting of such member or members of the Board as they think fit, and any committee so formed shall in the execution of the powers so delegated conform to any regulations imposed on it by the Board. The meetings and proceedings of any such committee shall be governed by the provisions of these presents for regulating the meetings and proceedings of the Board so far as is applicable and so far as the same shall not be superseded by any regulations made by the Board as aforesaid. All acts and proceedings of any such committee or committees shall be reported back as soon as possible to the Board.

37. All acts “bona fide” done by any meeting of the Board or of any committee of the Board, or by any person acting as a member of the Board shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such member or person acting as aforesaid or that they or any of them were disqualified, be as valid as if every person had been duly appointed or had duly continued in office and was qualified to be a member of the Board.

38. The Board shall cause proper minutes to be made of all appointments of officers made by the Board and of the proceedings of all meetings of the Trust and of the Board and of committees of the Board, and all business transacted at such meetings, and any such minutes of any meeting, if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.

39. A resolution in writing signed by all the Secretary or Chairman for the time being of the Board or of the Secretary or Chairman of any committee of the Board who are duly entitled to receive notice of a meeting of the Board or of such committee, shall be as valid and effectual as if it had been passed at a meeting of the Board or of such committee duly convened and constituted.

POWERS OF THE BOARD

40. The management of the business and the control of the Trust shall be vested in the Board, who, in addition to the powers and authorities conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Trust and are not hereby or by the Act expressly directed or required to be exercised or done by the Trust in General Meeting. At meetings of the Board, each member of the board shall have one vote only, except that in the case of equality of votes the Chairman shall in addition have a second or casting vote.

41. The members for the time being of the Board may act notwithstanding any vacancy in their body, provided always that if at any time the members of the Board be reduced in number below the minimum prescribed by these presents, it shall be lawful for the members available to act as the Board for the purposes of admitting persons to membership of the Trust, filling up vacancies in their body or of summoning a General Meeting but for no other purpose.

42. The Board may at any time appoint a person to be a member of the Board either to fill a casual vacancy or as an addition to the existing membership (but not so as to exceed the maximum number of members prescribed by these presents). Any person so appointed shall hold office only until the next following Annual General Meeting and shall then be eligible for re-election but shall not be taken into account in determining the number of members of the Board who are to retire by rotation at such meeting.

43. Without prejudice to the general powers conferred by Article 40 and to the other powers and authorities conferred as aforesaid, it is hereby expressly declared that the Board shall be entrusted with the following powers, namely:

PARTICULAR POWERS

(1) To pay the costs, charges and expenses preliminary and incidental to the formation and establishment of the Trust and matters incidental thereto.

(2) To purchase or otherwise acquire for the Trust any property, rights or privileges which the Trust is authorised to acquire at such price and generally on such terms and conditions as they may think fit.

(31 To raise or borrow money for the purposes of the Trust from any person, corporation or other body and may secure the repayment of the same together with any interest and premium thereon, by Mortgage or charge upon the whole or any part of the assets and property of the Trust, present or future, and to issue bonds, debentures, or debenture stock, either charged upon the whole or any par-t of the assets and property of the Trust or not so charged, and in connection therewith to take out and keep on foot sinking fund or redemption policies.

(4) At their discretion to pay for any property or rights acquired by or services rendered to the Trust either wholly or partially in cash or in bonds, debentures, or other securities of the Trust.

(5) With the approval aforesaid to secure the fulfilment of any contracts or engagements entered into by the Trust by Mortgage or charge of all or any of the property and rights of the Trust or in such manner as they may think fit.

(6) To appoint and at their discretion remove or suspend such office and other staff for permanent, temporary or special services as they may from time to time think fit, and to invest them with such powers as they may think expedient, and to determine their duties and fix their salaries and emoluments, and to require security in such instances and to such amount as they think fit.

(7) To institute, conduct, defend, compound or abandon any legal proceedings by or against the Trust or its officers or otherwise concerning the affairs of the Trust and also to compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Trust.

(8) To refer any claims or demands by or against the Trust to arbitration and observe and perform the awards.

(9) To make and give receipts, releases and other discharges for money payable to the Trust and for the claims and demands of the Trust.

(10) To determine who shall be entitled to sign on the Trust’s behalf, bills, notes, receipts, acceptances, endorsements, cheques, releases, contracts and documents.

(11) From time to time to make all such regulations and bye-laws as they think proper with regard to the affairs and concerns of the Trust, and from time to time to repeal or alter the same or make others in lieu thereof as may seem expedient. Provided that the same do not contravene any of the provisions herein contained, and providing that no bye-laws or regulations shall be made under this power which would amount to such an addition to or modification of the Articles of Association as could only legally be made by a Special Resolution passed in accordance with the provisions of Section 378 of the Act.

ROTATION OF MEMBERS OF THE BOARD

44. At the first Annual General Meeting of the Trust all members of the Board shall retire from office, and at the Annual General. Meeting in every subsequent year one third of the members of the Board for the time being, or, if their number is not three or a multiple of three, then the number nearest (but below) one-third, shall retire from office.

45. The members of the Board to retire in every year shall be those who have been longest in office since their last election, but as between persons who became members on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

46. A retiring member of the Board shall be eligible for re-election. -

47. The Trust may, at the meeting at which a member of the Board retires in manner aforesaid, fill the vacancy by electing a person thereto, and in default the retiring member shall, if offering himself for re-election, be deemed to have been re elected, unless at such meeting it is expressly resolved not to fill such vacancy or unless a resolution for the re-election of such member shall have been put to the meeting and lost.

48. No person other than a member of the Board retiring at the meeting shall, unless recommended by the Board, be eligible for election to membership of the Board at any general meeting unless, not less than FOURTEEN nor more than TWENTY-EIGHT days before the date appointed for the meeting, there shall have been left at the registered office of the Company notice in writing, signed by a member duly qualified to attend and vote at the meeting for which such notice is given, of his intention to propose such person for election, and also notice in writing signed by that person of his willingness to be elected.

49. The Trust may from time to time by ordinary resolution increase or reduce the number of members of the Board, and may also determine in what rotation the increased or reduced number is to go out of office.

50. The Trust may by ordinary resolution, of which special notice has been given in accordance with Section 379 of the Act, remove any member of the Board before the expiration of his period of office 0tithstang anything in these Articles or in any agreement between the Trust and such member.

51. The Trust may by ordinary resolution appoint another person in place of a member of the Board removed from office under the immediately preceding Article.

Without prejudice to the powers of the Board under Article 42 the Trust in General Meeting may appoint any person to be a member of the Board either to fill a casual vacancy or as an additional member. The person appointed to fill such a vacancy shall be subject to retirement at the same time as if he had become a member of the Board on the day on which the member in whose place he is appointed was last elected as a member.

DISQUALIFICATION OF MEMBERS OF THE BOARD

52. The office of a member of the Board shall be vacated:

(A) If he becomes bankrupt or insolvent or compounds with his creditors.

(B) If he becomes of unsound mind.

(C) If he is convicted of an offence the commission of which by a member of the Board could bring the Trust into disrepute.

(D) If he is requested in writing by a majority of his fellow members of the Board to resign.

(E) It he give to the Board one month’s notice in writing to the effect that he resigns his office. -

(F) If he ceases to be a member by virtue of Section 293 of the Act.

53. A member of the Board who is in any way, whether directly or indirectly, interested in a contract or proposed contract, arrangement, or dealing with the Trust, shall declare the nature of his interest at a Meeting of the Board, and subject thereto and subject to the tight of the remaining members of the Board to resolve that he withdraw and not vote on the particular matter, he may be counted in the quorum present at any meeting of the Board whereat such contract, arrangement or dealing with the Trust is considered or entered into and may vote in respect thereof.

SECRETARY

54. The Secretary shall be appointed by the Board on such term5 as to length of service, remuneration and generally as the Board may think fit and the Board may remove any Secretary so appointed. The provisions of Sections 283(1)-(3) of the Act and Section 284 of the Act shall be observed. The Board may from time to time appoint a deputy or assistant Secretary who may act in the place of the Secretary if there be no Secretary or no Secretary available to act or capable of acting.

THE SEAL

55. The seal of the Trust shall not be affixed to any instrument except by the express authority of a resolution of the Board or of a committee of the Board empowered thereto, and in the presence of two members of the Board and of the Secretary or such person other than the Secretary as the Board may appoint for the purpose; and such members of the Board and the Secretary or other person as aforesaid shall sign every instrument to which the seal of the Trust is so affixed in their presence, and in favour of any purchaser or person “bona tide” dealing with the Trust such signatures shall be conclusive evidence of the fact that the seal has been properly affixed.

INCOME OF THE TRUST

56. The income of the Trust shall be applied solely towards the promotion of the objects of the Trust as set forth in the Trust’s Memorandum of Association as the Board may from time to time think fit (and in particular the Board shall have power to transfer all or any part of such income to Trustees to be applied by them for the advancement of the objects of the Trust in such manner as they shall think best) with power to the Board to create a reserve fund or reserve funds to be applicable for any such purposes, and, if the Board shall think fit, also to apply all or any part of the reserve fund appropriated to any particular purpose to any other one or more of such purposes, and, pending any such application any reserve fund may at the discretion of the Board either be employed in the business of the Trust or be invested from time to time in such investment as the Trust may think fit.

ACCOUNTS

57. The Board shall cause accounting records to be kept in accordance with Sections 221-223 of the Act.

58. The books of account shall be kept at the office or, subject to Sections 222(1) and (2) of the Act, at such other place or places as the Board may determine, and shall always be open to the inspection of the Board. The Board may from time to time by resolution determine whether and to what extent and at what times and places and on what conditions the books and accounts of the Trust or any of them shall be open to the inspection of the members not being members of the Board, and the members shall have only such rights of inspection as are given to them by the Act or by such Resolution as aforesaid.

59. At the Annual General Meeting in every year the Board shall lay before the Trust an income and expenditure account for the period since the preceding account, or in the case of the first account since the incorporation of the Trust, made up to date not more than six months before such meeting. A balance sheet as at the date to which the income and expenditure account is made up, shall be made out and laid before the Trust at the Annual General Meeting. Every such balance sheet shall be accompanied by proper reports of the Board and the Auditors. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Trust in General Meeting together with a copy of the Auditor’s report, shall, twenty-one clear days previously to such meeting, be sent to the Auditor and every member entitled to receive notices of General Meeting in the manner in which notices are hereinafter directed to be served.

AUDIT

60. Auditors or Examiners shall be appointed and their duties regulated in the manner provided by Sections 235, 237, 241, 262, 384—392 and 713 of the Act, or any statutory modification thereof for the time being in force, and for this purpose the said sections shall have effect as if member of the Board and “the Board” were substituted for “Director” and “the Directors” respectively.

NOTICES

61. A notice may be served by the Trust upon any member either personally or by sending ¡t through the post addressed to such member as his registered address.

62. No member shall be entitled to have a notice served on him at any address not within the United Kingdom, and any member whose registered address is not within the United Kingdom may by notice in writing require the Trust to register en address within the United Kingdom which, for the purpose of the serving of notices, shall be deemed to be his registered address. Any member not having a registered address within the United Kingdom, and not having given notice as aforesaid, shall be deemed to have received in due course any notice which shall have been displayed in the office and shall remain there for some space of forty-eight hours, and such notice shall be deemed, to have been received by such member at the expiration of twenty-four hours from the time when it shall have been so first displayed.

63. Any notice if served by post shall be deemed to have been served at the expiration of twenty4our hours after the same shall have been posted, end in proving such service it shall be sufficient to prove that the envelope containing the notice was properly addressed and stamped and put into the post office or into any post box subject to the control of the Postmaster General.

DISSOLUTION

64. Clause 7 of the Memorandum of Association relating to the winding up and dissolution of the Trust shall have effect as if the provisions thereof were repeated in these Articles.


Names and addresses of Subscribers

Mrs Betty Humphrey

5 Station Road

Craigendoran

Helensburgh

Mr John Malcolm Humphrey

5 Station Road

Craigendoran

Helensburgh

Mrs Sarah Margaret Joice

Gables Lodge

Shandon

Mrs Cecelia Mary Dunlop

12 Edward Drive

Helensburgh

Mr Norman Macleod Glen

1 1 Queens Court

Helensburgh

Dr Anne Margaret Gray

6 Station Road

Craigendoran

Helensburgh

Mr Ian James Scott

The Little House

Pier Road

Rhu

Mr James Fraser Nicol

14 Chapelacre Grove

Helensburgh

Dated this 13th day of February, 1996.

Witness to the above Signatures:- Ian Alexander Gray

6 Station Road

Craigendoran

Helensburgh

Last Updated ( Monday, 16 December 2013 16:14 )  

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