Constitution of Wester Ross Environmental Network (WREN)

1. The name of this Voluntary Association is the Wester Ross Environmental Network (WREN). Objects 2. The association’s objects are: To know about, promote and improve the biological diversity of the Wester Ross Area of the Highland Region of Scotland. To assist Highland Council with the upkeep, revision and implementation of the Wester Ross Biodiversity Action Plan. Powers 3. In pursuance of the objects set out in Clause 2 (but not otherwise), the association shall have the following powers: To recruit to the association members who are knowledgeable about various aspects of biodiversity. To take actions which increase the knowledge of biodiversity, for example by promoting new field-work. To take actions to organise and structure the knowledge, for example by preparing checklists and distribution maps. To take actions to promote the spread of knowledge and raise awareness about biodiversity, for example by creating or contributing to websites, promoting lectures or exhibitions and publications and creating teaching aids. Taking actions to protect species or enable species population recovery and to conserve and enhance habitat. To take actions that might increase people’s enjoyment of biodiversity. To carry out any other activities which further any of the above objects, but within the limits set in Clause 4. To purchase, take on lease, hire, or otherwise acquire equipment which is suitable for the association’s activities. To sell, let out or otherwise dispose of the said equipment. To engage such consultants or contractors or advisers as are considered necessary from time to time. To effect insurance of any kind. To liaise with other voluntary associations, local authorities, UK or Scottish government departments and agencies, all with a view to furthering the association’s objectives. To support any charitable body and make donations for any charitable purpose that falls within the association’s objects. To take any steps to raise funds for the association or for any of its activities. To accept grants, donations and legacies of all kinds. To do anything which may be incidental or conducive to the furtherance of any of the association’s objectives.		General Structure 4. The structure of the association shall consist of: The MEMBERS – who have the right to attend the Annual General Meeting and any Special General Meetings and have powers under the constitution; in particular the members elect persons to serve in management posts and they take decisions in relation to the constitution. The MANAGEMENT COMMITTEE – which will, at the discretion of the members, be the whole body of the membership acting as a management committee. The Chairman may, at any time, call a management committee solely of the officers. In particular the management committee is responsible for monitoring the financial position of the association. Qualifications for Membership 5. Membership shall be open to all who support the objects of the association. 6. The association will strive to have in the membership a good spread of skills, experience and knowledge of biodiversity. Application for Membership 7. Any person who wishes to become a member should apply to an existing member who will inform the Secretary. 8. The management committee shall consider an application for membership. Membership Subscription 9. The management committee shall decide the amount (if any) of an annual subscription. Register of Members 10. The management committee shall maintain a register of members. 11. A member may withdraw from membership by informing the Secretary. Expulsion from Membership 12. Any member may be expelled from membership by way of a resolution passed by a majority vote at a general meeting, providing the following procedures have been observed: At least 21 days notice of the intention to propose the resolution must be given to the member concerned, specifying the grounds for the proposed expulsion. The member concerned shall be entitled to be heard on the resolution at the general meeting at which the resolution is proposed.

General Meetings 13. The management committee shall convene an annual general meeting in each year; not more than 15 months should elapse between one annual general meeting and the next. 14. The management committee may convene a special general meeting at any time. 15. The business at the annual general meeting shall include: A report by the Chairman on the activities of the association. Consideration of the annual accounts of the association. The election or re-election of the officers. 16. Notice of general meetings shall be given to each member at least 7 days beforehand. Procedure at General Meetings 17. No business shall be dealt with unless a quorum is present; the quorum shall be 4 persons. 18. The Chairman shall preside normally, though any other officer may do so. 19. The Chairman will appoint a person to take notes for minutes of the meeting. 20. Every member present shall have one vote which can be by show of hands or secret ballot at the discretion of the Chairman.		Officers 21. A person shall not be eligible to be an officer unless he or she is a member of the association. 22. The officers of the association shall be: A Chairman A Vice Chairman A Treasurer A General Secretary Other officers as approved at general meetings. 23. At each annual general meeting the members shall elect or re-elect the officers. All officers are eligible for re-election without limit of time. 24. The election of officers shall be recorded in the minutes. Delegation 25. The management committee or the general meeting acting as a management committee may delegate any of the powers of the association to a sub-committee. They may delegate to individual officers or members any of the powers of the association that they deem necessary.

Operation of accounts and holding of Equipment 26. The signature of two officers shall be required in relation to all operations of the bank accounts of the association subject to the rules of the bank. All officers are eligible to be signatories. The Treasurer shall be responsible for the operation of the bank accounts. 27. The owner of all equipment shall be a nominated officer on behalf of the association.		Minutes 28. The management committee shall ensure that minutes are made of all proceedings of general meetings. A copy of the minutes, signed by the Chairman, will be archived on paper by the General Secretary. At the discretion of the Chairman a complete minute or an appropriate summary can be put into the public domain, but this is not a requirement. 29. The management committee shall prepare annual accounts. A copy of the Annual Accounts will be attached to the minutes of an annual general meeting.

Dissolution 30. If the management committee determines that it is necessary or appropriate that the association be dissolved, it shall convene a meeting of members; not less than 21 days notice of the meeting (stating the terms of the proposal) shall be given. 31. If a proposal to dissolve the organisation is approved by a vote of two-thirds majority of those present, the officers are empowered to dispose of the assets in such a way as to satisfy any debts or liabilities and to dispose of any excess to a suitable charitable organisation. 32. For the avoidance of doubt, no part of the income or equipment of the association shall be paid or transferred to members, either in the course of the association’s existence or on dissolution.		Alteration to the Constitution 33. The constitution may be altered by a resolution passed by not less than two thirds of those present and voting at a general meeting, providing that due notice has been given of the proposal as required in Clause 16. Interpretation 34. For the purposes of this constitution the term “management committee” will normally mean all the members at a general meeting acting in the role of a management committee, though by default of that it means the officers of the association acting together. 35. For the purposes of this constitution the term “equipment” means items to be used for a project or to administer the association and of a nature that they can be readily disposed of at the end of a project or on the dissolution of the association.

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