1. Name

  The name of the Association shall be the “Odenwald Association” (hereinafter called “The Association”).

2. Objects

The objects of the Association shall be, in co-operation with the Falkirk Council and other bodies concerned, to support the partnership arrangements between Falkirk Council in Scotland and Odenwaldkreis in Hessen, Germany, and to promote cultural, social and educational exchanges between the communities in the interests of mutual friendship.

3. Membership

(1)  Eligibility:  Membership of the Association shall be open to any person or corporate organisation having an interest in the promotion of the objects of the Association.

(2)  Resignation:  A member may resign at any time by giving notice in writing to the Secretary.  A member shall be deemed to have resigned if his subscription has not been paid within six months of becoming due.

(3)  Honorary Membership:  Honorary Membership may be conferred by the consent of the majority of members present at a meeting of the Association where a proposal for membership is set out on the notice calling the meeting.   Honorary members will have the same status as members but will not be required to pay a subscription to the Association.

4. Meetings of the Association

(1)  The Association shall, as soon as practicable after the end of each financial year, hold an Annual General Meeting (1) to elect office bearers as identified in clause 5 of the Constitution. (2) to receive the report of the Executive Committee, (3) to approve the accounts of income and expenditure for the previous year (4) to fix the level of annual subscription and (5) to transact any other competent business.

(2)  Special General Meetings of the Association may be called at any time to determine matters of urgency (a) on the instructions of the Chairman and another office bearer, (b) by resolution of the Executive Committee or (c) on a requisition lodged with the Secretary and signed by four members.

(3)  Not less than one month before the date fixed for the Annual General Meeting the Secretary shall send a preliminary notice to each member of the Association intimating (1) the date fixed for the Meeting and (2) the date before which any notices of motion for submission to the meeting must be in the hands of the Secretary, such date being not less than 10 clear days prior to the date of the meeting.

(4)  Notice of all meetings of the Association shall be posted to each member not less than 6 days before the meeting.

(5)  No business shall be transacted at any meeting of the Association unless at least 10   members are present.

(6)  In the event of an equality in voting the Chairman shall have a casting vote.

5. Office Bearers

(1)  A Chairman and Vice-Chairman shall be elected at the Annual General Meeting of the Association and shall remain in office until the next Annual General Meeting, held under Clause 4(1).

(2)  The Association shall, at the Annual General Meeting, appoint a Secretary and a Treasurer and such person or persons as they think fit, to act as Auditor or Auditors.

(3)  The Chairman, Vice-Chairman, Secretary and Treasurer shall serve no more than 3 consecutive years unless agreed otherwise at an Annual General Meeting.

6.  Executive Committee

(1)  The Annual General Meeting shall appoint an Executive Committee which shall consist of the Chairman and Vice-Chairman of the Association ex officiis, together with not more than nine members or such other number as may be determined by resolution by the Association at an Annual General Meeting.

(2)  The Chairman and Vice-Chairman of the Association shall respectively be Chairman and Vice-Chairman of the Executive Committee.

(3)  No business shall be transacted at any meeting of the Executive Committee unless at least five members of the Committee are present.

(4)  In the event of an equality of voting the Chairman shall have a casting vote.

(5)  The Executive Committee shall:-

i.    hold such meetings as they may decide or as may be called at any time on the        instructions of the Chairman;

ii.     arrange meetings of the Association and conduct the business of the Association to which it shall report annually;

iii.  make such staffing, accommodation and other arrangements as it may think necessary, and

iv.    in its discretion have power to recommend that the Association  be dissolved and its assets disposed of if in its opinion the object of the Association is no longer appropriate or practicable.

7. Finance

1.  The financial year of the Association shall commence on the 1st day of April.

2.  The Executive Committee shall ensure that complete accounts of the Association’s income and expenditure shall be kept and that an Abstract of Accounts shall be prepared for each financial year.

3.  The Accounts shall be audited by the person or persons appointed by the Association.

4.  The Abstract of Accounts prepared under Sub Clause (2) above, together with a statement of allocation of expenditure, shall be submitted to a General Meeting following the close of the financial year to which the Accounts relate.

5.  The Executive Committee shall recommend the subscription to be paid by members of the Association.

6.  The Executive Committee shall endeavor to augment the funds of the Association in whatever manner it thinks fit.

7.  The Executive Committee, each year, shall prepare estimates of income and expenditure for consideration by the Annual General Meeting.

8. Alteration to Constitution

1.  Any alteration of the Constitution of the Association shall be made only at an Annual General Meeting or at a Special General Meeting of the Association of which notice shall have been given in accordance with Clause 4 (4) and such notice shall set out in full the terms of the proposed amendment.

2.  At such Annual General Meeting or Special General Meeting the proposed alteration to the Constitution shall be adopted only if not less than two-thirds of the members present and voting so decide.

9.  Commencement

The terms of this Constitution shall commence to apply as from the Annual General Meeting held on Tuesday 21st April, 2009.