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Constitution
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CONSTITUTION
of the Dundee Nablus Twinning Association


as passed at AGM 13/6/05

1.  Name

The Association shall be called the Dundee Nablus Twinning Association (hereinafter called the - “Association”.

2.  Aims

2.1 To promote and foster friendship and understanding between the people of Dundee and those of Nablus.

2.2 To encourage visits by individuals and groups to and from the linked cities, including children and young people and the development of personal contacts and by doing so to broaden mutual understanding of the cultural, recreational , educational and commercial activities of the linked cities.

2.3 To organise fund raising activities to foster the aims of the Association.

2.4 To promote and encourage twinning projects between Dundee and Nablus particularly of an educational and commercial nature.

2.5 To endeavour to ensure that at least one twinning project goes ahead each year.

3.  Membership

3.1 Membership of the Association shall be open to all persons or organisations interested in promoting the aims of twinning between Dundee and Nablus.  There shall be three categories of membership - individual membership, family membership being open to all members of a family over the age of 18 years and corporate membership entitling not more than two members of the organisation to the rights conferred on individual or family members.

3.2 All members shall pay such annual subscription as shall be fixed from time to time by the management committee.  The annual subscription for the succeeding year will fall due at the beginning of the Association’s financial year.  Any member whose subscription is three months in arrears shall automatically cease to be a member of the Association.

4.  Management Committee

4. 1 The affairs of the Association shall be administered by a management committee elected, from amongst the members of the Association, at each Annual General Meeting, together with the Lord Provost of the City of Dundee who shall be Honorary President of the Association.  The Management Committee will consist of a minimum of 7 and a maximum of 15 members inclusive of the Lord Provost.

4. 2 Subject to the terms of this constitution the Management Committee shall have full authority to take any action which they consider desirable to further the objects of the Association.  The Management Committee shall also have power to withdraw membership from any members of the Association.  Any proposal to withdraw membership shall be dealt with at a Special Meeting of the Committee called for that purpose and a Notice calling the meeting shall specify the name of the member concerned.  That member shall have the right to be heard at the meeting and any motion to withdraw membership shall only be effective if there is a two-thirds majority of those present and voting at the meeting in favour of the motion.

4.3 Nominations for membership of the Management Committee shall be made verbally or in writing at the Annual General Meeting.  The nominee shall require to consent to the nomination verbally or in writing before election.  In the event of there being no more nominations than there are vacancies all of the nominees shall be declared duly elected.  In the event of there being more nominations than vacancies the members of the Committee shall be elected by a simple show of hands at the AGM.

4.4 Members of the Management Committee shall take office at the end of the Annual General Meeting at which they are elected and shall hold office until the end of the Annual General Meeting next succeeding including any adjournment thereof.  They shall be eligible for re-election.

4.5 The Management shall elect from its members a Chairperson of the Association, a vice chairperson, Honorary Secretary, Honorary Treasurer and such other office bearers as the Management Committee may, in their discretion, consider necessary or desirable.  Any two of these offices may, in the discretion of the Management Committee, be combined.  The Management Committee shall be entitled to delegate to such office bearers such powers as they may deem appropriate.  The Management Committee shall have power to fill any casual vacancy in their number [up to the number approved at the preceding Annual General Meeting, and any member so appointed shall hold office until the end of the Annual General next succeeding including any adjournment thereof and shall be eligible for re-election.

4.6 The Management Committee shall have power to appoint, from the membership of the Association, such Sub-committees as they may from time to time decide and to determine the powers, composition and terms of reference of any such Sub-committee.  Members of the Sub-committees shall hold office until the end of the next Annual General Meeting and they shall be eligible for re-election.

4.7 The Management Committee shall also be entitled to co-opt to the membership of the Management Committee or any Sub-committee such persons whether or not members of the Association as they consider desirable but any person so co-opted shall not be entitled to a vote in the event of a division at any meeting of the Committee or Sub-committee.

4.8 The Quorum of the Management Committee shall be 5 members excluding ex officio members and for meetings of any Sub-committee shall be three members.

4.9 The Honorary President, the Chairman of the Management Committee, the Honorary Secretary and the Honorary Treasurer shall be ex officio members of all Sub-committees.

5.  Meetings

5.1 The Annual General Meeting of the ‘association shall be held on ……….. or on such other date as may be from time to time agreed by the Management Committee.  The Honorary Secretary shall, 21 days prior to such date or as soon as possible thereafter, issue to all members notice of such meeting specifying the date, time and place and the items of business to be placed before the meeting.  At the Annual General Meeting the Management Committee shall submit a report of the activities of the Association and the audited accounts for the preceding year.

5.2 An Extraordinary General Meeting shall be called by the Honorary Secretary on the instruction of the Management Committee or on a requisition to that effect signed by not fewer than nine members of the Association and specifying the matter(s) to be considered at such a meeting.  An Extraordinary General Meeting of the Association shall take place within 28 days of such an instruction being given or such requisition being made and shall be called on not less than 21 days notice in writing which notice shall specify the matters to be discussed at the Extraordinary General Meetings.

5.3 Meetings of the Management Committee shall be held on such dates as may from time to time be approved by the Committee or by the Chairperson. The Honorary Secretary shall give all members of the Management Committee not less than seven clear days notice in writing of the date, time and place of the meeting and of the items of business to be considered.

5.4 The Chair at any General Meeting of the Association or the Management Committee shall be taken by the Chairperson of the Association whom failing by the Vice-Chairperson, whom failing by such other member of the Management Committee as may be elected by the members present at the meeting.

5.5 In the event of an equality of votes at any meeting the Chairperson of the meeting shall have a casting vote as well as a deliberative vote.

5.6 The Honorary Secretary shall ensure that minutes are kept of all the General Meetings and Committee and Sub-committee meetings of the Association.

6.  Finance

6.1 All monies received on behalf of the Association shall be kept in safe custody by the Honorary Treasurer and all cheques drawn on the Association’s account shall be signed by any two of the Chairperson, Honorary Treasurer or Honorary Secretary.

6.2 The financial year of the Association shall be from 1st April to 31st March or such other date as set by the Management Committee.

6.3 The Honorary Treasurer shall keep proper financial accounts of the finances of the Association and shall at the Annual General Meeting submit audited accounts for the financial year.

6.4 An Auditor shall be appointed each year at the Annual General Meeting.

6.5 The Honorary Treasurer shall open such account or accounts with a bank or banks approved by the Management Committee as the Committee may consider necessary or desirable.

6.6 Surplus funds from time to time may be invested by the Management Committee at their discretion.

6.7 The Management Committee shall have no power to borrow money or to incur a bank overdraft without the authority of the Association in General Meeting.

7.  Voting

7.1 Only members present at the meeting shall be entitled to vote.

7.2 Each individual member shall be entitled to one vote and each family or corporate member shall be entitled to two votes provided that two members of such family or organisation are present at the meeting.

8.  Amendment of the Constitution

A General Meeting of the Association shall have power to amend this Constitution provided that  the nature of the amendment is specified in a notice to all members setting out the date, time and place of the meeting, and issued not less than 21 days prior to such date, that the amendment is approved by a majority of not less than two thirds of the votes recorded by members present at the meeting.

9.  Dissolution of the Constitution

9.1 A General Meeting of the Association shall have power to dissolve the Association provided that the proposal to dissolve is specified in a notice to all members setting out the date, time and place of the meeting and issued not less than 21 days prior to that date and that the dissolution is approved by a majority of not less than two thirds of  the votes recorded at the meeting, provided that there shall be a minimum of recorded votes of not less than two thirds of all the members of the Association at that time.  A proposal to dissolve the Association shall be submitted to a General Meeting only on a motion by the Management Committee or in pursuance of a requisition submitted to the Honorary Secretary signed by not less than 11 members or by two thirds of the existing members of the Association, whichever shall be the lesser.  Members who are unable to attend such a meeting shall be entitled to record their votes by notice bearing the name and address of, and signed by the member posted or delivered to the Honorary Secretary so as not (sic) to reach him (sic) not later than the time of commencement of the meeting as specified in the notice calling the same.

9.2 If the motion to dissolve the Association is successful the whole funds and assets of the Association, after settlement of outstanding obligations, shall be disposed of by the Management Committee in the spirit of this Constitution.  If this is not possible, surplus funds will be paid to the Director of Finance of Dundee City Council for the credit of the Common Good Fund.