DANCESPORT SCOTLAND CONSTITUTION
The name of the organisation shall be Dancesport Scotland (hereinafter referred to as “the Association”).
2. HEAD OFFICE AND ADMINISTRATION
The Head Office of the Association shall be the address of the Secretary until such time as the Association acquires or leases its own premises.
The objects for which the Association is established are:
3.1 to be and act as the governing body for social and competitive Dancesport (hereinafter ‘the Sport’) in Scotland;
3.2 to further the Sport from both a social and competitive viewpoint;
3.3 to organize and run on an annual basis, or at such longer intervals as the Council of the Association (hereinafter referred to as “the Council”) may in its discretion determine, the Scottish Closed Ballroom and Latin American Championships and such other Ballroom and Latin American competitions as may be appropriate, each in accordance with such rules, regulations and bye-laws as may pertain to such event from time to time.
3.4 to promote and procure participation in international dancing competitions and to select competitors to represent Scotland at international dancing competitions.
3.5 to protect and advance the interests of its members;
3.6 to promote or procure the teaching of the Sport in Scotland;
3.7 at the discretion of the Council, to affiliate and/or co-operate with any Society, Association or other body outwith Scotland having objects altogether or in part similar to those of the Association; and
3.8 generally to safeguard the interests of the Sport in Scotland and those of the Association and to do all such things as may be deemed necessary or expedient for or in connection with the Sport in Scotland and the Association.
The Association shall have, without prejudice to the generality of the foregoing objects, power to do all such lawful things as will further the foregoing objects and in particular:-
4.1 to obtain, collect and receive money and funds by way of contributions, subscriptions, affiliation fees, donations, legacies, awards, grants, covenants or by organising functions and events and to receive gifts of property of any description;
4.2 to make, vary, alter, maintain and enforce rules and regulations (whether through the form of bye-laws or otherwise) for the control and governance of the Sport in Scotland and the carrying through of the codes of conduct, disciplinary procedures and the anti-doping programme and rules of the Association and to penalise, suspend or expel any member for misconduct or breaches of the foregoing;
4.3 to adjudicate upon all doubtful and disputed points arising within Scotland in connection with the Sport; 4.4 to purchase, lease or by any other means acquire and sell, dispose or lease interests in any property whatever;
4.5 to borrow and raise money (but not to exceed such amount as may from time to time be approved by the Association) in any manner and to secure the repayment of such by mortgage, charge or standard security upon the whole or any part of the Association’s property;
4.6 to remunerate any person, firm or company rendering services to the Association as may be thought expedient;
4.7 to effect such insurances as may be deemed expedient or necessary; and
4.8 to do all such other things as may be deemed incidental or conducive to the attainment of the Association’s objects or any of them, but so that the income and property of the Association shall be applied solely towards the promotion of the objects set out in this Constitution and no portion of the income or property of the Association shall be paid directly or indirectly by way of bonus or profit share to any member of the Association.
5.1 There shall be the following categories of Membership:-
5.1.1 Competitive amateur dancers over the age of 16;
5.1.2 Competitive Junior and Juvenile dancers under 16 years of age;
5.1.3 Student competitive dancers; in this context “Student” shall mean a school pupil over the age of 16 years or a person enrolled at a University or other adult educational facility and such person shall provide, if requested to do so, such documentary evidence as the committee may require to establish his or her status.
5.1.4 Any other person not gainfully employed in dancing in such sub-categories of membership as the Association or its Council may determine from time to time;
5.1.5 Honorary Members as agreed by the Council;
5.1.6 Professionals who may join as Associate Members only with no voting rights; and
5.1.7 Affiliated clubs, whose constitution shall contain similar objects and restrictions to these presents.
5.2 Persons who wish to apply for membership of the Association shall complete the application form supplied by the Council providing such information as the Council may from time to time require and forward this to the Finance Officer. Membership is open to all and no application for membership will be refused on other than reasonable grounds. In particular, there will be no discrimination on grounds of age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex, sexual orientation, political or other opinion. Notwithstanding the foregoing generality, the Council shall, in the reasonable exercise of its discretion, have power to accept or reject any application for membership.
5.3 All members of the Association shall pay an annual subscription of such sum as may be determined by the Annual General Meeting on a recommendation by the Council.
5.4 All members aged 16 and above shall have a vote at general meetings, but Honorary and Associate members shall have no vote.
5.5 The membership year shall run from 1st January to 31st December in each year.
6.1 The Council will be obliged to recommend the annual subscription to the membership at the Annual General Meeting for approval, but any amendment to the Council recommendation will require a two thirds majority of those present and voting to be successful.
6.2 The annual subscription shall be paid by 31st January in each year, failing which membership shall lapse.
7. THE COUNCIL
7.1 The ordinary business of the Association and the preparation of its strategic plan shall be the responsibility of the Council, which shall comprise the Chair, Secretary and Finance Officer, (who shall together be the Trustees of the Association in terms of Clause 10.1 herein) and a minimum of six ordinary members, all of whom shall be elected in accordance with the appropriate bye-law. The Chair, the Secretary and the Finance Officer shall comprise the Executive Committee of the Council.
7.2 The Council may in addition appoint a President to perform such duties as the Council deem appropriate, but such appointment shall require approval at the Annual General Meeting if the Council require it to continue beyond the date of the Annual General Meeting following said appointment.
7.3 The Chair shall, once elected, hold office for a term of three years and then be eligible for re-election to said office for one further term of three years at the conclusion of which further term the Chair shall retire from the Council and shall not be eligible for re-election to the Council for a period of one year.
7.4 The Secretary, and the Finance Officer shall each once elected hold office for a term of two years and shall then be eligible for election for two further terms of two years each, at the conclusion of which they shall retire from the Council and shall not be eligible for re-election to the Council for a period of one year.
7.5 All other members of the Council shall be elected for a period of three years on a rotational basis and shall be eligible for re-election until they have served for two consecutive periods not exceeding six years, at the conclusion of which they shall retire from the Council and shall not be eligible for re-election to the Council for a period of one year.
7.6 For the avoidance of doubt and notwithstanding the general terms of paragraphs 7.2, 7.3 and 7.4 hereof, the Chair and Finance Officer are due to be elected at the Annual General Meeting to be held in or about September 2017 and their terms of office will first expire at the Annual General Meetings to be held in or about June 2020 and June 2019 respectively and thereafter re-election and retirement will proceed for these posts as specified in paragraphs 7.3 and 7.4 respectively. The Secretary and the Development Officer were both elected at the Annual General Meeting held in January 2017 and their terms of office will first expire at the Annual General Meetings to be held in or about June 2019 and thereafter re-election and retirement will proceed for these posts as specified in paragraphs 7.4 and 7.5 respectively. All ordinary members of Council elected prior to 1st January 2017 shall retire or require to submit themselves for re-election at the Annual General Meetings to be held in or about June 2018 and all ordinary members of Council elected on or after to 1st January 2017 shall retire or require to submit themselves for re-election at the Annual General Meetings to be held in or about June 2019 and in all cases thereafter re-election and retirement will proceed as specified in paragraph 7.5.
7.7 The Council shall have power to co-opt a member of the Association on to the Council to fill any vacancy which may arise, but such a co-optee shall require to stand for election prior to the succeeding Annual General Meeting. The number of co-opted members shall not exceed one third of the total number of persons serving on the Committee.
7.8 The Council shall meet not less than quarterly and five members present, whether in person or by audio and visual electronic medium, of which at least one must be an Executive member, shall form a quorum for Council meetings. The Chair shall have a casting vote in the event of equality of voting in addition to a deliberative vote. The Executive Committee shall meet on an ad hoc basis and two Executive members present shall form a quorum.
7.9 Honorary and associate members are not eligible to sit on the Council. It will be permissible for two members of one family (as defined by Council) or dancing partnership to serve on the Council but only one in an executive capacity at any one time. Should a vested interest or a conflict of interest arise between two members of the one family (as defined by Council) or dancing partnership, only one of these members shall have a voting right, the Executive member, if applicable, to take precedence.
7.10 The Council shall have power:-
7.10.1 to appoint sub-committees at its entire discretion;
7.10.2 to make, maintain, alter, publish and enforce all necessary policy statements, codes of conduct, codes of ethics, standing orders, Bye-laws and rules and regulations in connection with the objects of the Association and the Sport;
7.10.3 to prohibit any act or practice by members or organisations which in the opinion of the Council may be detrimental to the interests of the Sport and to deal with any person or organisation disregarding such prohibition as it may think proper;
7.10.4 to impose penalties and sanctions on members and organisations who breach any of the bye-laws, codes of conduct, standing orders or the antidoping rules of the Association;
7.10.5 to nominate representatives to other bodies to represent the Association;
7.10.6 to make decisions on any matters arising in the Sport which are not reserved to a General Meeting.
7.11 The position of Council membership shall be vacated if:-
7.11.1 the Council member becomes bankrupt or makes any arrangement or composition with his or her creditors generally; or
7.11.2 the Council member is or may be suffering from mental disorder and/or is incapable of managing and administering his or her own affairs; or
7.11.3 the Council member resigns from that position; or
7.11.4 the Council member has been absent from four successive Council meetings without satisfactory explanation to the Council (the Council, acting reasonably, to be the sole judge of satisfaction) and the remaining Council members resolve that the position be vacated.
8. GENERAL MEETINGS
8.1 The Association shall hold a General Meeting in every calendar year as its Annual General Meeting and shall specify the meeting as such in the notice calling said meeting provided that every Annual General Meeting shall be held not more than fifteen months after the date of the preceding Annual General Meeting. General Meetings shall be held at such time and place as the Council shall determine. The business of the Annual General Meeting shall include the receiving of a report from the Council, and the financial statements, the announcement of the election of the appropriate members of the Council, and the election of the person(s) responsible for certifying the financial statements as well as the fixing of the subscription for the year, and a consideration of any resolutions of which notice has been duly given. Any resolution seeking to amend this Constitution shall require a two thirds majority of those present, entitled to vote and voting at a General Meeting.
8.2 It shall be open to the Council to call meetings of the members which shall be called Extraordinary General Meetings to be held at such time and place as the Council shall determine.
8.3 The Chair shall take the chair at any General Meeting, whom failing the meeting shall elect its own chair. The Chair shall have a deliberative as well as a casting vote in the case of equality at all general meetings.
8.4 The annual subscription payable to the Association shall remain at the same amount for each category of membership as those prevailing during the immediately preceding financial year unless altered as set out in clause 6.1 herein.
8.5 The terms of any resolution to be proposed at any Annual General Meeting must be communicated in writing to the Chair by the Council or by a proposer and seconder of the resolution at least four weeks prior to the date of the Annual General Meeting.
8.6 The Chair shall call an Extraordinary General Meeting at the request of the Council or upon the receipt of a request supported in writing or by individual e-mail from a personal e-mail address by at least 25% of the voting membership stating the purpose for which the meeting is called and the resolution which will be moved by those requisitionists. The Council must give notice of such Extraordinary General Meeting within 28 days of receiving the requisition.
8.7 At least twenty one days notice of an Annual General Meeting and fourteen days notice of an Extraordinary General Meeting stating the business to be considered and any resolutions to be proposed shall be sent to all voting members. At an Extraordinary General Meeting no business shall be considered other than that of which notice has been given.
8.8 No business shall be transacted at any General Meeting unless a quorum of 7.5% of the voting membership is present.
8.9 The accidental omission to give notice of a meeting to, or the non receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
8.10 The Chair may, with the consent of a 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 an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 14 days or more at least seven clear days notice shall be given specifying the time, date and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
8.11 All votes must be cast personally and there shall be no proxy voting.
9.1 The Balance Sheet date for the Association shall be the 31st March in each year.
9.2 The Council will be responsible for the keeping of true records of the income and expenditure of the Association and for producing the financial statements of the Association including a Balance Sheet as at said 31st March for circulation to the members at the Annual General Meeting. No member shall have any right to inspect the accounting records or other book or document of the Association other than as resolved by the Council from time to time and subject always to the right of Council to redact personal information prior to any such inspection.
10.1 The Chair, Secretary and the Finance Officer shall be the trustees ex officiis for the Association and shall be entitled to take title to any property which the Association may acquire, and to sue and be sued on behalf of the Association, except that the Trustees may not enter into a contract for the purchase or lease of heritable property or grant or discharge security over heritable property other than upon the consent of the members being obtained at a General Meeting held in accordance with clause 8 supra. The Trustees shall be entitled to be indemnified in the first place out of the funds of the Association for any loss or expense which they may incur through acting as such trustees in good faith and in the second place jointly and severally by those members who are entitled to vote at general meetings excepting those under the age of 18 years at the date at which the loss or expense was incurred.
10.2 In the event of the Association defaulting on any financial transaction those members who are entitled to vote at general meetings (other than those under the age of 18 years) shall be jointly and severally liable for the full amount.
11. CONFLICT OF INTEREST
11.1 All Council Members and Staff of the Association together with any subcommittee members have an obligation to declare any conflict of interest which might arise in respect of dealings with the Association by themselves and/or by parties with whom they are connected or associated and where such conflicts of interest arise to avoid conflicts of interest by way of such declaration either of a general nature to the Chair on an annual basis or of a specific nature to the Chair of the meeting in question. Where a conflict of interest, real or potential, arises in the course of a meeting, it will for the Chair of the meeting in question to determine:
(a) whether the potential or real conflict of interest simply be minuted; or
(b) whether in addition to such minuting, the Council or sub-committee member in question, whilst being permitted to remain at the meeting in question, must not partake in discussions or decisions relating to such matter: or
(c) whether in addition to such minuting, the Council or sub-committee member in question should be required to leave the meeting during that particular matter (in which event he or she would no longer form part of the quorum thereat).
12.1 The Association may be dissolved by a resolution passed by a majority of not less than two thirds of the members present and voting at an Annual or Extraordinary General Meeting called for the purpose.
12.2 If upon dissolution of the association there remains, after the satisfaction of all liabilities, any funds whatsoever, the same shall not be paid or distributed among the members, but shall be given or transferred to some other similar association or associations who have objects similar to the objects of this Association, and which shall prohibit the distribution of its or their income among its or their members in like manner to this Association, such association or associations to be nominated by the members of this Association at or before the time of dissolution, and in so far as effect cannot be given to these provisions then to some charitable object.
Date: 9th November 2017