1. Name of Group

The group shall be known as Friends of Hopetoun Crescent Garden (referred to hereinafter as "the Friends")

2. Objectives

a) To promote and encourage the conservation and enhancement of Hopetoun Crescent Garden

b) To actively monitor the performance of the relevant departments of Edinburgh City Council so that it performs its statutory responsibility to maintain the Park

c) To engage and involve the surrounding community in promoting the use of the park

d) To promote, encourage and secure the educational value of the park; encouraging interest in its scenic, historical, architectural, landscape and ecological qualities amongst the surrounding community

3. Powers

To further these objectives, the Friends may from time to time do all such lawful things as are necessary, which may include:

a) Arrange meetings, exhibitions, talks, surveys and training courses b) Carry out a programme of practical environmental projects c) Raise funds, receive contributions and make grant applications, solely for the purpose of furthering the objectives of the Friends, as the members of the Friends consider appropriate d) Liaise and work in partnership with other organisations and individuals e) Collect, disseminate and exchange relevant information and advice f) Publicise the Friends’ activities through all appropriate media g) Buy, hire or legitimately borrow any equipment, tools, services or other property required h) Buy, lease or take in exchange any property and to maintain and equip it for use i) Subject to any consents required by law, to sell, lease or dispose of all or any part of the property of the Friends j) Subject to any consents required by law, to borrow money and charge all or any part of the property of the charity with the repayment of the money so borrowed k) Employ such staff (who should not be committee members) or contract such services as are necessary

4. Membership

a) Membership shall be open to individuals, organisations or businesses who support the objectives of the Friends and is willing to take part in its activities.

b) Any person upon payment of his/her subscription may apply for membership of the Friends and subject to approval of the Committee, his/her name shall be entered in the Register of Members.

c) There shall be no discrimination on the basis of age, race, religion, disability, sexual orientation, sex or nationality.

d) The Management Committee shall retain the right for adequate reasons to refuse or terminate membership of any individual or organisation, after giving the member concerned the right to be heard by the Management Committee before a final decision is made.

5. Subscriptions

a) An annual membership subscription will be payable each year at a rate proposed annually by the Management Committee and agreed at the Annual General Meeting.

b) Any Member not having paid his/her subscription for the current year, within one month of notification of the subscription falling due, shall have his/her name removed from the Register of Members.

6. Office Bearers and Committees

a) The Friends shall be directed by a Management Committee of 10 members that shall meet at least 6 times a year.

b) At the AGM the Members shall elect a Chair, Vice-Chair, Secretary, Treasurer and any other posts deemed necessary, including ordinary members of the Management Committee.

c) Office bearers shall be members of the Management Committee and any other committees the Friends set up.

d) Office bearers and other members of the Committee shall be elected for a term of two years.

e) They shall be eligible for re-election for a further term of two years but may not serve for more than four years without a lapse of one year.

f) In the event of a post of Office Bearer becoming vacant, the Committee may nominate one of their number to assume the post.

g) In the event of a vacancy among other members of the Committee, the Committee may co-opt a member

h) Any member of the Committee nominated or co-opted will serve until the next following Annual General Meeting when an election with take place. The member shall be eligible for election as if the member had served from the previous AGM.

i) The Management Committee shall have the power to remove from office any office bearer or ordinary member after a motion of no confidence has been passed by a majority of the Committee.

j) Sub-committees may be set up as required by the Management Committee.

7. Annual and other General Meetings

a) An AGM shall take place, the first being held one year following the Inaugural Meeting of the Friends on 26th September 2002 and thereafter annually. The Committee shall have the discretion to vary the date within fourteen days of 26th September each year. Friends shall be given notification of the date not less than 28 days prior to the AGM.

b) Twenty per cent of the members of the Friends shall constitute a quorum at an AGM.

c) At the AGM, the Annual Report and audited financial statement shall be presented, office bearers and Management Committee members shall be nominated and elected and other relevant business conducted.

d) Any Member of the Friends may submit items to be placed on the agenda of the AGM. These should be submitted to the Secretary in writing at least 14 days before AGM/general meetings.

e) An Extraordinary General Meeting (EGM) may be called by the Management Committee, giving at least 14 days notice to the Membership.

f) On receipt of a written demand from at least 20 per cent of the Membership, the Secretary must call an EGM, which must be held no more than 28 days after receipt of the demand.

g) The notice calling the EGM shall specify the business to be considered and the motion(s) if any, to be proposed and only these and no other matters shall be discussed.

h) Forty per cent of the members of the Friends shall constitute a quorum at an EGM

8. Procedures

a) The Secretary shall take a record of all committee and general meetings and produce minutes for confirmation, failing that any member of the Friends nominated and agreed by a majority of those present.

b) The Management Committee shall ensure that adequate records are kept of all other meetings, projects and events.

c) A quorum at committee meetings shall be 5.

d) Decisions at committee meetings shall be made by a simple majority of those present and eligible to vote. The Chair shall have an additional vote if required in event of a tie.

e) Councillors and council officials shall take an advisory role and shall have no voting rights.

f) The Chair shall preside at an AGM or EGM. Failing this the Vice-Chair. Failing this, any member of the Friends nominated and agreed by a majority of members present.

g) At any AGM or EGM, the Chair or other member presiding shall have only a casting vote.

h) Decisions at an AGM shall be by a simple majority vote of members present and at an EGM by the vote of at least two thirds of the members present.

9. Financial Arrangements

a) All funds shall be used solely for furthering the objectives of the Friends and paying members’ expenses as approved by the Management Committee.

b) Individuals shall not benefit financially from being a Member.

c) None of the Management Committee shall derive personal benefit, financially or in kind from the activities of the Friends.

d) The Treasurer shall ensure that full financial records are kept and that financial statements are produced annually on request of the Management Committee.

e) The accounts shall be audited annually by an independent auditor appointed by the Management Committee at the previous AGM and an audited financial statement presented to the AGM.

f) A bank account shall be opened in the name of the Friends and four office bearers shall be authorised to sign cheques, with two signatures required on each cheque.

g) The financial year shall be from 1st September to 31st August.

10. Amendments to the Constitution

a) This constitution may only be altered at an EGM called for the purpose.

b) Such EGM may be called in conjunction with or immediately preceding an AGM

11. Dissolution and Disposal of Assets

a) The Friends shall be dissolved if two-thirds of members consider it necessary, to be decided at an EGM having given members at least 28 days notice of the meeting.

b) Individuals shall not be liable if the Friends fold.

c) In the event of the dissolution of the Friends, any assets remaining after the satisfaction of all debts and liabilities shall be given or transferred to a recognised charitable body or bodies having objects broadly similar to those of the Friends. The relevant charity/ies to be decided at the EGM considering dissolution.