CONSTITUTION OF THE BUCKSTONE ASSOCIATION
Name
1. The name of the Association shall be “The Buckstone Association” (hereinafter throughout these presents referred to as the “Association”).
Interpretation
2. In these Regulations, unless the context otherwise requires:
The “Estate” shall mean the housing development undertaken by James Miller and Partners Limited and Miller Homes Limited or any subsidiary or associated company or their assignees or disponees at Buckstone, Edinburgh and now commonly known as the Buckstone Estate, the extent of which housing development is outlined in red on the Estate map, a copy of which is kept by the Secretary and signed as relative hereto.
The “Amenity Ground” shall mean those areas of open ground forming part of the Estate shown delineated in black and coloured green on the plan thereof annexed and subscribed as relative hereto and such other areas as may be acquired by the Association from time to time for the amenity of the proprietors on the Estate.
“Month” shall mean a calendar month.
“Secretary” shall include any person appointed to perform the duties of Secretary temporarily.
Words importing the singular number only shall include the plural and vice versa.
Words importing the masculine shall include the feminine. Words importing individuals shall include companies and corporations.
Objects
3. The objects of the Association are:
(1) To carry into effect the burdens contained in the Dispositions or other conveyances of houses on the Estate granted by James Miller and Partners Limited and Miller Homes Limited or any subsidiary or associated company or their assignees or disponees in favour of the respective disponees and their successors so far as relating to the upkeep of the Amenity ground.
(2) To provide and administer the services and execute all obligations common or mutual to the proprietors of the said houses relating to the Amenity ground and any additions thereto and to decide all questions common to the said proprietors and in particular, but without prejudice to the said generality to maintain the Amenity ground and the trees, walls, fences and paths (if any) thereof, and to levy an assessment or assessments in terms of the said Dispositions or other conveyances in order to carry out the objects of the Association.
(3) To open and operate all such Bank or Building Society accounts as may be required in the name of the Association, such Bank or Building Society accounts to be operated only on the signatures of the Treasurer and Chairman or Secretary of the Association from time to time.
(4) To purchase, lease or otherwise acquire such heritable property as the Association may consider appropriate and shall have approved of at an Annual General Meeting including without prejudice to that generality the Amenity ground and such other areas of Amenity ground as may become available from time to time, the title to all heritable property being taken in the manner hereinafter prescribed.
(5) To effect such insurances as the Association may from time to time determine and to pay the premiums on such insurances.
(6) To enter into, execute and carry out all contracts, agreements and negotiations, to institute, prosecute and defend all legal and other proceedings, to enter into and carry into effect all compromises, arbitrations, arrangements and schemes and to do all other acts and things which shall at any time appear conducive to or expedient for the protection or otherwise in the interests of the members or any of them as shall seem proper to the Association.
(7) To engage, dismiss and pay for the services of all such professional advisers, gardeners, tradesmen and others as may be required in connection with the upkeep, management and improvement of the Amenity ground and any additions thereto and to provide and pay for all such implements and materials which may be required in connection therewith.
(8) To appoint a Committee as hereinafter provided.
(9) To make such rules for the conduct of persons in and about the Amenity ground as are considered necessary to promote the amenity of the houses on the Estate and the comfort and convenience of the owners and occupiers of the said houses and to impose penalties for the breach of any such rules.
(10) To do all things incidental or conducive to the attainment of the above objects.
Membership of Association
4. All persons who are at the date of adoption of this Constitution owners of houses and whose titles contain a provision to that effect and all persons who subsequent to that date become owners of houses built or to be built on the Estate and the successors of such owners shall be members of the Association. No other person shall be eligible for membership. A member shall continue to be a member until he ceases to be a member as hereinafter provided and a new owner becomes a member in his place under Regulation 7. The Committee shall issue to each member a receipt or similar document which shall be proof of membership and shall be produced at any meeting of the Association.
5 Owners are those persons whose names appear in the Electoral Roll as the owners of houses in the Estate.
Change of Ownership
6. On the sale or other change in the ownership of any house in the Estate the member shall take the new owner and his successors in title bond to become a member of the Association and to be bound by the Regulations of the Association and any Rules made thereunder.
7. On the sale or other change in the ownership of any house in the Estate the member shall inform the Secretary of the change of ownership. The member shall then cease to be a member and the new owner shall become a member.
Office
8. The Office of the Association shall be the address of the Secretary to the Association from time to time or at such other address as may be decided by the Association.
Assessments
9. The Association may from time to time make such assessments as it thinks fit upon the members in respect of all outlays and expenses incurred or to be incurred in attaining the objects of the Association, which Assessments shall be made in the proportions specified in the respective titles of the houses in the Estate and if no provision in respect of the subject matter of the assessments shall have been made in the titles the assessments shall be made on the members equally.
Payment of Assessments
10. Any assessments shall be deemed to be made and to be payable at the time when the Resolution authorising the assessment is passed by the Association or Committee.
Interest on Unpaid Assessments
11. If any assessment remains unpaid for thirty days after the date of the resolution authorising the assessment, the member liable to pay the assessment shall if required by the Association or the Committee pay interest at the rate of five per cent per annum over the Base Lending Rate of the Royal Bank of Scotland from time to time from the date of the resolution authorising the assessment to the date of payment of the assessment and any member whose subscription remains unpaid as aforesaid shall be liable to have his or her name inserted in a list of unpaid subscriptions which will be published annually by the Committee.
Liability of Joint Owners
12. Members who are joint owners of the premises shall be jointly and severally liable for the payment of all assessments due in respect of any house owned by them.
Annual General Meetings
13 An Annual General Meeting of members shall be held once in every calendar year and not more than fifteen months after the holding of the last preceding Annual General Meeting at such time and place as may be determined by the Committee.
Extraordinary General Meetings
14. All meetings of the Association other than Annual General Meetings shall be called Extraordinary General Meetings.
15. An Extraordinary General Meeting shall be convened by the Committee whenever they think fit or by the Secretary on the requisition in writing of not less than ten members which requisition shall state the business to be submitted to the Meeting.
Notice of General Meetings
16 Notice of any Annual General Meeting or Extraordinary General Meeting specifying the place, day and hour of meeting and the business to be submitted to the meeting shall be given to members by notice sent by post or delivered to the last known address of each member at least fourteen clear days before the meeting.
Omission or Notice
17. The accidental omission to give any such notice to any member, or the non-receipt of the same by any member, shall not invalidate any proceedings at any such meeting.
Business or Annual General Meetings
18. The business of any Annual General Meeting shall be (1) to receive and consider the accounts of the Association and the reports of the Committee and Auditors; (2) to elect members to the Committee in the place of those retiring by rotation or otherwise or to fill vacancies and to elect Auditors and other officers; (3) to fix the remuneration of the Secretary, Treasurer, Committee and an independent, suitably qualified person to examine the accounts; and (4) to conduct any other competent business.
Quorum
19. Twenty-five members present in person and entitled to vote shall be a quorum at an Annual General Meeting or Extraordinary General Meeting.
20. If within fifteen minutes after the time appointed for the meeting a quorum is not present, the meeting shall be adjourned until such later date as the Committee may appoint and if no quorum be present at such adjourned meeting those members who are present shall be deemed to be a quorum and may transact all business which could properly have been disposed of at the meeting from which such adjournment took place.
Chairman
21. The Chairman of the Committee shall preside at any Annual General Meeting or Extraordinary General Meeting. If there is no such Chairman, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as chairman, the members present shall choose one of their number to act as chairman of the meeting.
Manner of Voting
22. Every question submitted to a meeting shall be decided in the first instance by a show of hands.
Poll
23. Any member present at a meeting in person may demand a poll.
24. If a poll is demanded, it shall be taken either immediately or, if the Chairman so determines, after an interval or adjournment not exceeding seven days.
25. If a poll is demanded each member present in person at the meeting or adjourned meeting shall have one vote in respect of each house owned by him.
Casting Vote
26. In the event of an equality of votes, whether on a show of hands or on a poll, the Chairman shall have a casting vote in addition to his vote as a member.
Adjournment
27. The Chairman of an Annual General Meeting may, with the consent of the meeting, adjourn the same from time to time, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
Votes
27. Each member shall have one vote in respect of each house owned by him. Where members are joint owners, only one such member may vote at any meeting in respect of each house.
Powers of Association to be exercised by Committee
29. The Management of the Association shall be vested in a Committee to be elected as hereinafter provided and the Committee may exercise all powers vested in it under the said Dispositions and do all such acts as may be done by the Association whether under the power of any law statutory or common or the Constitution of the Association or otherwise; but no monetary obligations in excess of ninety per cent of the annual subscriptions received for that year shall be incurred by the Committee except with the sanction of a General Meeting.
Committee
30. a) The Committee shall consist of a Chairman, Secretary, Treasurer and a maximum of four ordinary members of the Association who shall be elected annually by the Association in General Meeting. The Committee shall have the power to fill any casual vacancy in its number and any member so appointed shall have full voting rights on the Committee but shall hold office only until the next Annual General Meeting.
b) The Chairman, Secretary and Treasurer of the Association from time to time shall be Trustees ex-officio of the Association and as such Trustees shall be empowered to take title to heritable property on behalf of the Association.
Vacating Office
31. A member of the Committee shall vacate office ipso facto:-
a) If he shall cease to be a member of the Association, or
b) If by notice in writing to the Secretary he shall resign his office.
Nominations
32. Any member intending to propose another as a member of the Committee at an Annual General Meeting shall intimate his nomination to the Secretary.
Meetings of Committee
33. The Committee may meet for the despatch of business, adjourn, and otherwise regulate their meetings as they think fit. If at any meeting the Chairman is not present within five minutes after the time appointed for holding the same the members present may choose one of their number to be chairman of the meeting.
Quorum
34. Until otherwise determined by the Committee, four members of the Committee shall be a quorum and such quorum may exercise all or any of the authorities, power and discretions vested in the Committee.
Votes
35 Questions arising at any meeting of the Committee shall be determined by a majority of the votes of the members present, and in case of any equality of votes, the Chairman shall have a second or casting vote.
Accounts
36 The Committee shall cause proper accounts to be kept of all sums of money received and expended. An Account showing all receipts and expenditure and outstanding liabilities shall be made up annually on the thirty first day of December and an unaudited copy thereof shall be issued to each member not less than fourteen clear days before the Annual General Meeting to be held in that year. A copy of the said Account together with a copy of the Auditor’s Report thereon, shall be available for collection by each member from the Secretary three days prior to the said Annual General Meeting and at the Meeting itself.
Audit
37. The Committee shall have the books of the Association examined once a year by an independent, suitably qualified person or company appointed by the Association in General Meeting.
Committee Not To Contract with Association
38. Except as authorised by the Regulations of the Association, a member of the Committee may not enter into any contract or arrangement with the Association.
Power to Borrow
39. The Committee may from time to time, at their discretion, without the sanction of a General Meeting, borrow such sum or sums for the purposes of the Association as they may think fit but not exceeding a total sum of equivalent to One Pound sterling (£1.00) per member.
Alterations or Additions to Regulations
40. The Association may alter or add to its Regulations by resolution passed by a majority of not less than three fourths of the members voting in person at a General Meeting of which notice specifying the intention to propose the Resolution has been duly given
Adoption of Rules
41. The Association shall have power by resolution passed in General Meeting by a majority as provided in the immediate preceding Regulation to make Rules for the purpose of carrying into effect Object 9 of Regulation 3 hereof and to alter or add to the same, and may delegate to the Committee the power to make such Rules and to alter or add to the same, subject to confirmation thereof by Resolution passed by a majority as aforesaid at the next General Meeting of the Association.
Arbitration
42. In the event of the foregoing Regulations or any addition or amendment thereto or any Rules made in accordance with these Regulations being challenged by any member as being illegal or ultra vires the question shall be submitted to the President for the time being of The Law Society of Scotland or a person nominated by him whose decision shall be final and binding on all parties. The expenses of the reference shall be paid as directed by the Arbiter.
This Constitution was adopted as the Constitution of The Buckstone Association at the Annual General Meeting, duly convened, held at Buckstone Primary School, on Monday 10th December 1979; as amended by motions passed at the Annual General Meetings, duly convened, held at Buckstone Primary School on Wednesday 28th January 1981, Tuesday 15th February 1983, Wednesday 15th February 1989 and Tuesday 8th March 2004.
Amenity Ground Conveyed To The Buckstone Association
As at 1st January 1990 the following areas of Amenity ground had been conveyed to The Buckstone Association:
- Small semi-circular area at the top of Buckstone Wood;
- Area extending to approximately half an acre behind Buckstone Place;
- Area extending to approximately two and one half acres lying generally to the north of Buckstone Road with the wooded area at the western end known as “The Knoll”;
- Small area in the vicinity of Buckstone Bank;
- Small area in the vicinity of Buckstone Way and Buckstone Drive;
- Small area situated near the cul-de-sac off Buckstone Road;
- Small shrubbed area in Buckstone Lea;
- Area to the south of the footpath leading to Buckstone Primary School off Buckstone Lea;
- Area in the vicinity of Buckstone Howe;
- Area in the vicinity of Buckstone Shaw;
- Small strip of land to the south of Buckstone Crook;
Motions adopted at previous Annual General Meetings
Children aged 7 and over are not permitted to play ball games on amenity areas.
An agreement with The City of Edinburgh Council to clear litter from The Roundel in return for the granting of free access for all residents to this wood.
To adopt for maintenance purposes only the shrub bed at Galalachlawside, title to which is held in common by the owners of house numbers 21 to 26 Galachlawside.
The committee to follow such procedures as they consider necessary to ensure that all members pay the assessment including raising action in the Simple Procedures Court, regardless of the fact that the cost of such action may exceed the amount recoverable.
December 2005