CAT Sub Land, Erskine Sports Ctr (Erskine Arts) amended 18 03 26
Renfrewshire Council · 18 March 2026
Back to Community Asset Transfer Sub-committee — 18 March 2026 and its agenda
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2 PUBLIC ___________________________________________________________________ To: Infrastructure, Land & Environment Policy Board Community Asset Transfer Subcommittee On: 18 March 2026 ___________________________________________________________________ Report by: Chief Executive ___________________________________________________________________ Heading: CAT Request for Land, Erskine Sports Centre (Erskine Arts) ___________________________________________________________________ 1. Summary 1.1. The purpose of this report is to seek a final decision on the asset transfer request by Erskine Arts for land in front of the Erskine Sports Centre on Kilpatrick Drive. 1.2. The asset transfer request is for a long-term lease and is submitted under Part 5 of the Community Empowerment (Scotland) Act 2015 (the Act). ___________________________________________________________________ 2. Recommendations 2.1 It is recommended that the CAT Subcommittee:- (i) Note the change to the legal status of the applicant in paragraph 4.4 of this report; (ii) Confirm approval of the asset transfer request at £1.00 per annum; and (iii) Authorise the Head of Economy and Development and the Head of Corporate Governance to conclude the lease of the asset in accordance with the Act and on such terms as required to protect the Council’s interest. ___________________________________________________________________
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3 PUBLIC 3. Background 3.1. Erskine Arts submitted an asset transfer request for the land, a small plot of public realm land in front of Erskine Sports Centre, on 24 July 2024. 3.2. At the time of submitting the transfer request the applicant, Erskine Arts, operated as a single tier company, which is not compatible with the eligibility for Community Asset Transfer under the Act. 3.3. The CAT Subcommittee approved the asset transfer request at their meeting on 28/08/2024 subject to the applicant taking the necessary steps to change their Articles of Association to become a two-tier company limited by guarantee and so satisfy the criteria for asset transfer under the legislation. 3.4. The asset being requested is a small plot of land lying approximately 30 meters south of the entrance to the Erskine Sports Centre on Kilpatrick Drive, Erskine and extending to some 465sqm or thereabouts. The plot forms part of the public realm space in front of the sports centre and between the sports centre and the adjacent Salvation Army building to the south east and is currently overgrown with planted and self-seeded shrubs. 3.5. It was previously confirmed that the asset, which has no residual value, is not Common Good, is not included in the curtilage of the nearby Sports Centre and is not identified for development in the Local Development Plan. 3.6. Erskine Arts is seeking a 25-year lease of the land at £1 per annum and propose to make purposeful use of the land to create a community garden space including a COVID memorial seating area and sound garden sculpture. 3.7. The plot is shown hatched in red on the attached site plan, reference E3478A and the full original asset transfer request is attached for reference. ___________________________________________________________________ 4. Erskine Arts 4.1. Erskine Arts (EA) is a long-established community-based organisation in Erskine. Formed in 2014, the organisation initially operated from Bargarran Community Centre before moving to their current premises on the first floor of Erskine Sports Centre in October 2021 under an agreement with OneRen. 4.2. A partial renunciation of One Ren’s lease at the Sports Centre and a full lease in favour of Erskine Arts is in the final stage of agreement. 4.3. Initially set up as a Community Interest Company under the name of Erskine Music and Media Studio CIC, they changed their name and status in October 2021 to Erskine Arts and a Company Limited by Guarantee and without share capital (SC482468). The company is also a registered charity (SC051042). 4.4. On 6th of February 2025, the members of Erskine Arts voted unanimously in favour of a special Resolution to change the organisation’s Memorandum and Articles of Association to become a 2-tier company limited by guarantee and
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4 PUBLIC without share capital. The new adopted Mem&Arts was duly filed with Companies House on the 10th of March 2024 making them an eligible community transfer body under the Act. 4.5. A copy of the adopted Articles of Association is attached. 4.6. If approved, a revised decision notice will be issued enabling the lease agreement to be finalised. ___________________________________________________________________ Implications of the Report 1. Financial – Land will be leased at a cost of £1 per annum for 25 years. 2. HR & Organisational Development – None. 3. Community Planning Our Renfrewshire is well – the CAT supports the wellness and resilience of our citizens and communities. 4. Legal (a) The CAT request and CTB comply with the requirements of Part 5 of The Community Empowerment (Scotland) Act 2015. (b) A formal offer from the CTB must be received within 6 months of decision to approve and the lease concluded within a further 6 months. (c) Property/Assets – As per this report 5. Information Technology – None. 7. Equality & Human Rights (a) The Recommendations contained within this report have been assessed in relation to their impact on equalities and human rights. No negative impacts on equality groups or potential for infringement of individuals’ human rights have been identified. 8. Health & Safety – None. 9. Procurement – Not applicable. 10. Risk – None. 11. Privacy Impact – Not applicable. 12. Climate Risk – None. 13. Children’s Rights None. 14. Cosla Policy Position – None
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5 PUBLIC _________________________________________________________ List of Background Papers (a) CAT Sub-committee 28/08/2024 Item 3 - Community Asset Transfer Request – Land at Erskine Sports Centre (b) CAT Sub-committee 28/08/2024 – Minute of Meeing _________________________________________________________________ Author: Sandra Inrig – 0141 487 1447 or 07974 071238. sandra.inrig@renfrewshire.gov.uk
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OFFICIAL THE COMPANIES ACT 2006 Company limited by guarantee and not having a share capital ARTICLES of ASSOCIATION of ERSKINE ARTS
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OFFICIAL THE COMPANIES ACT 2006 Company limited by guarantee and not having a share capital ARTICLES of ASSOCIATION of ERSKINE ARTS 1. NAME 1.1. The name of the company is “Erskine Arts” (the “Company”). 2. REGISTERED OFFICE 2.1. The registered office of the Company is situated in Scotland. 3. DEFINITIONS AND INTERPRETATION 3.1. These Articles shall be interpreted according to the Schedule to the Articles (Schedule 2) 4. PURPOSES The Company has been formed to benefit the community of Erskine, Bishopton and Inchinnan, Renfrewshire and neighbouring local authorities (the “Community”), with the following purposes: - The advancement of the arts, heritage, culture or science - The advancement of education - The promotion of equality and diversity (the “Purposes”): 4.1. The advancement of the arts, heritage and culture through: 4.1.1. the development of a cultural strategy and a wide range of opportunities to enable maximum participation in and exposure to the arts in Renfrewshire and neighbouring communities to include connecting, promoting and developing creative and cultural talent; 4.1.2. encouraging participation in artistic, cultural and heritage activities by removing barriers to awareness and access; 4.1.3. producing, promoting and encouraging a high-quality artistic and cultural events and activities programme resulting in cultural, social and economic benefits; 4.1.4. encouraging community voice, participation and active engagement to ensure the services offered meet the needs of the community, and help to create artistic perspectives, skills and outlets whilst growing audiences of all ages through long-term engagement with creative experiences.
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OFFICIAL 4.2. The advancement of education through the development of, and access to training provision for young people in creative industries, developing meta-skills and providing pathways to further education and employment. 4.3. The promotion of equality and diversity by providing facilities and services with the aim of meeting the needs and interests across the diverse range of participants in the community and providing agency to groups who are underrepresented. 5. POWERS 5.1. The Company may carry out any activity and do all such lawful things as may further the Purposes and, in particular, but, without limitation, may borrow or raise and secure the payment of money for any purpose including for the purposes of investment or of raising funds; and lease, purchase or otherwise acquire and manage property in pursuance of the purposes and for the benefit of the community. 6. GENERAL STRUCTURE OF THE COMPANY 6.1. The Company is composed of: 6.1.1. Members (composed of Ordinary Members); 6.1.2. Associates; and 6.1.3. Directors (composed of Elected Directors and Co-Opted Directors, following the first AGM). 7. MEMBERSHIP 7.1. The Members shall consist of the subscribers to the memorandum of association and be Individuals and Organisations who live and/or work within ‘the community’ and who agree to become Members and are registered as such in the register of members. 7.2. The Company shall have not fewer than twenty (20) Members at any time. 7.3. In the event that the number of Members falls below twenty (20) the Directors may not conduct any business other than taking steps to ensure that sufficient Members are admitted to enable the Company to comply with article 7.2. 8. Membership Criteria 8.1. Membership of the Company is open to: 8.1.1. Individuals aged 16 or over who (and Organisations which) are members of the Community (“Ordinary Members”); and reside in the Erskine, Bishopton and Inchinnan locale and/or attend regular Erskine Arts activities and have a particular interest in furthering the charities aims and objectives. 8.1.2. Each Member which is an Organisation shall appoint one named authorised representative to represent and act for such Member, and shall only have one vote, at all GMs. Any change in the appointment of an authorised representative may be made at any time by the appointing Member, but only by written notice to the Company. Such notice will take effect upon its receipt by the Company;
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OFFICIAL 8.2. The majority of Members, being members of ‘the community’ as defined in 8.1.1, have control of the company. 8.3. If an Individual or Organisation ceases to fulfil the criteria within article 8.1, that Individual or Organisation must inform the Company. 9. Applications for Membership 9.1. No Individual or Organisation may become a Member unless that Individual or Organisation has submitted a written application for membership in the form prescribed by the Directors and the Directors have approved the application. An application submitted by an Organisation must be signed on behalf of that Organisation. 9.2. The Directors shall consider applications promptly. The Directors shall assess each application to determine whether the applicant meets the criteria for becoming an Ordinary Member. 10. Register of Members 10.1. The Directors shall cause a register of members to be maintained in accordance with section 113 of the 2006 Act. 11. Notices and Other Communications 11.1. The Company may serve a notice on a Member in hard copy (addressed to the address given for that Member in the register of members, and posted or hand- delivered) or electronic form (e-mailed). A notice is deemed to have been served on the day following the day on which it is hand-delivered, posted or e-mailed. 11.2. The Company may communicate with a Member by electronic means (including e- mail) unless the Member has requested that communications from the Company be sent in hard copy. The Company may publish notifications by means of a website provided the Company has advised Members of this and taken reasonable steps to notify Members who have informed the Company that they do not have internet access. 12. Membership Subscriptions 12.1. Members shall be required to pay an annual membership subscription and be of a value not to exclude membership (i.e. £5) 12.2. Annual subscriptions (if any) shall be set by Members at the AGM. Members may set different rates for Ordinary Members and Associate Members 12.3. Any Individual or Organisation who/which ceases to be a Member shall not be entitled to a refund of their/its membership subscription. 13. Cessation of Membership 13.1. A Member shall cease to be a Member if: 13.1.1. that Member sends a written notice of resignation to registered office of the Company;
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OFFICIAL 13.1.2. that Member no longer fulfils the membership criteria within article 8; 13.1.3. that Member has failed to pay an annual membership subscription for over six months and has received at least one written reminder, and the Directors have resolved to expel that Member; 13.1.4. a resolution that that Member be expelled (where that Member’s conduct, in their/its capacity as a Member, has been detrimental to the effective functioning of the Company) is passed by special resolution at a GM (notice of which shall state: (a) the full text of the resolution proposed; and (b) the grounds on which it is proposed) at which the Member is entitled to be heard; 13.2. in the case of an Individual: 13.2.1. that Individual becomes insolvent or apparently insolvent or makes any arrangement with their creditors; or 13.2.2. that Individual has died (membership of a company limited by guarantee not being transferable); or 13.2.3. in the case of an Organisation, that Organisation goes into receivership or liquidation, or is dissolved or otherwise ceases to exist (membership of a company limited by guarantee not being transferable). 14. ASSOCIATES 14.1. Individuals and Organisations wishing to support the Purposes who are not members of the Community may become associates of the Company (“Associates”). Associates may attend and speak at GMs but may not participate in such meetings for voting or quorum purposes. 14.2. No Individual or Organisation may become an Associate unless that Individual or Organisation has submitted a written application to become an Associate in the form prescribed by the Directors and the Directors have approved the application. An application submitted by an Organisation must be signed on behalf of that Organisation. 14.3. The Directors shall consider applications promptly. The Directors shall assess each application to determine whether the applicant meets the criteria for becoming an Associate. 14.4. The Directors shall cause a register of associates to be maintained containing: 14.4.1. the names and addresses of the Associates; 14.4.2. the date on which each Individual or Organisation was registered as an Associate; and 14.4.3. the date at which any Individual or Organisation ceased to be an Associate. 14.5. An Associate shall cease to be an Associate if: 14.5.1. that Associate sends a written notice of resignation to the Company;
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OFFICIAL 14.5.2. that Associate becomes a member of the Community; 14.5.3. a resolution that that Associate be expelled from being an Associate (where that Associate’s conduct, in their/its capacity as Associate, has been detrimental to the effective functioning of the Company) is passed by special resolution at a GM (notice of which shall state: (a) the full text of the resolution proposed; and (b) the grounds on which it is proposed) at which the Associate is entitled to be heard; 14.5.4. in the case of an Individual: (a) that Individual becomes insolvent or apparently insolvent or makes any arrangement with their creditors; or (b) that Individual has died; or 14.5.5. in the case of an Organisation, that Organisation goes into receivership or liquidation, or is dissolved or otherwise ceases to exist. 15. GENERAL MEETINGS (Meetings of the Members) 15.1. The Directors may call a GM at any time and must call a GM within 28 days of a valid requisition. To be valid, such requisition must be signed by at least 5% of the Members, must clearly state the purposes of the meeting, and must be delivered to the registered office of the Company. The requisition may consist of several documents in like form each signed by one or more of the Members. 16. Annual General Meeting 16.1. The Directors shall convene one GM a year as an AGM. An AGM need not be held during the calendar year during which the Company is incorporated, provided an AGM is held within 18 months of the date of incorporation. Thereafter, not more than 15 months shall elapse between one AGM and the next. 16.2. The business of each AGM shall include: 16.2.1. a report by the Chairperson on the activities of the Company 16.2.2. the election of Elected Directors; 16.2.3. the fixing of annual subscriptions; 16.2.4. consideration of the accounts of the Company; 16.2.5. a report of any auditor required under the 2006 Act; and 16.2.6. the appointment of any auditor required under the 2006 Act. 17. Notice of General Meetings 17.1. At least 14 Clear Days’ notice of each GM shall be given to each Member, Associate and Director, and any company secretary, auditor and/or honorary patron appointed for the time being. Where section 312 of the 2006 Act requires special notice of a resolution to be given to the Members, the Company must give notice at least 28 days before the GM at which it is moved.
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OFFICIAL 17.2. Notice of an AGM shall be accompanied by a copy of the accounts for the period since the last accounting reference date (or, in the case of the first AGM, the period since incorporation) and proper reports of the Directors. 17.3. The notice shall specify the place, the date and the time of the GM, the general nature of any business, and the full text of any special resolutions proposed in terms of article 21.3. 17.4. An accidental failure to give notice of a resolution or GM to (or the non-receipt of such notice by) any Member entitled to receive notice thereof shall not affect the validity of the resolution passed or the meeting held (or the validity of anything done at that meeting). 18. Quorum 18.1. The quorum for a GM shall be the greater of: 18.1.1. eleven Members; or 18.1.2. 10% of the Members, present either in person or by proxy. 18.2. No business shall be transacted at a GM unless a quorum is present. 18.3. If a quorum is not present within 15 minutes of the time at which the GM was due to start (or if during a GM a quorum ceases to be present) the GM shall be adjourned until such place, date and time as is fixed by the chairperson of the GM. 18.4. The Directors may make arrangements in advance of a GM to allow Members (or their proxies) and Associates to participate remotely provided: 18.4.1. all participating may communicate with each other during the meeting; and 18.4.2. provided all Members (or their proxies) may vote during the meeting. 19. Voting 19.1. The chairperson of the GM shall endeavour to achieve consensus where possible but, if necessary, questions arising shall be decided by being put to a vote. 19.2. Each Member shall have one vote, to be exercised in person or by proxy, on a show of hands. 19.3. A secret ballot may be demanded by: (a) the chairperson of the GM; or (b) at least two Members present at the GM, before a show of hands and must be taken immediately and in such manner as the chairperson of the GM directs. The result of a secret ballot shall be declared at that GM. 20. Proxies 20.1. Whilst the attendance of Members at GMs is encouraged, a Member may appoint a proxy to attend a GM on behalf of that Member. A proxy appointed to attend and vote at a GM on behalf of a Member need not be a Member and shall have the same rights as the Member who appointed them to speak and vote at the GM.
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OFFICIAL 20.2. An instrument appointing a proxy shall be in the form set out in Schedule 1 of the Articles and shall be valid for 12 months from the date on which it is signed. An instrument appointing a proxy (or a certified copy thereof), accompanied by a copy of any power of attorney or other authority under which it is signed, shall be lodged at the registered office of the Company at least 48 hours before the GM to which it relates. 21. Resolutions of the Members 21.1. An ordinary resolution may be passed on a show of hands at a GM by a simple majority of the Members voting (in person or by proxy). An ordinary resolution may be passed as a written resolution provided it is passed by members representing a simple majority of the total voting rights of the Members. 21.2. Certain resolutions must be passed as special resolutions, including resolutions: 21.2.1. to amend the Articles (including the Purposes); 21.2.2. to change the name of the Company; 21.2.3. to expel a Member or Associate; and 21.2.4. to wind up the company. 21.3. A special resolution may be passed on a show of hands at a GM by not less than 75% of the Members voting (in person or by proxy). A special resolution may be passed as a written resolution provided it is passed by members representing not less than 75% of the total voting rights of the Members. 22. Written Resolutions 22.1. Resolutions under sections 168 (removal of a Director) and 510 (removal of an auditor) of the 2006 Act may not be passed as written resolutions. 22.2. Written resolutions have effect as if passed by the Company in general meeting. 22.3. Resolutions must be sent to all Members at the same time (the “Circulation Date”) in hard copy (posted or hand-delivered) or electronic form (e-mailed), or by means of a website. 22.4. Written resolutions must be accompanied by a statement informing the Member: 22.4.1. how to signify agreement to the resolution; 22.4.2. how to return the signed resolution to the Company (in hard copy (posted or hand-delivered) or electronic form (e-mailed)); 22.4.3. the date by which the resolution must be passed if it is not to lapse (that is, the date which is 28 days after the Circulation Date); and 22.4.4. that they will not be deemed to have agreed to the resolution if they fail to reply. 22.5. A written resolution may consist of several documents in the same form, each signed by or on behalf of one or more Members.
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OFFICIAL 22.6. Once a Member has signed and returned a written resolution in agreement thereto, that Members’ agreement is irrevocable. 22.7. The Members may require the Company to circulate a written resolution. The resolution must be requested by at least 5% of the Members. Requests must be in hard copy (posted or hand-delivered) or electronic form (e-mailed), must identify the resolution and may be accompanied by a statement not exceeding 1,000 words which the Company will also be required to circulate. 22.8. Unless the resolution requested in accordance with article 22.7 is covered by section 292(2) of the 2006 Act, the Company must circulate the resolution (along with the guidance set out in article 22.4) and any accompanying statement within 21 days, and may require the requesting Members to cover the expenses it incurs circulating the resolution. 23. DIRECTORS 23.1. The minimum number of Directors shall be 3 and the maximum number of Directors shall be 12 unless a special resolution is passed to increase the maximum number of Directors. At all times, the majority of Directors shall be Ordinary Members. 23.2. The Directors: 23.2.1. shall set the strategy and policy of the Company; 23.2.2. shall, where no employees or managers are appointed, be responsible for the day-to-day management of the Company; 23.2.3. shall hold regular meetings between each AGM, meeting as often as necessary to despatch all business of the Company; 23.2.4. shall monitor the financial position of the Company; 23.2.5. shall direct and manage the affairs and Property of the Company; 23.2.6. shall generally control and supervise the activities of the Company; 23.2.7. may, on behalf of the Company, do all acts which may be performed by the Company (other than those required to be performed by the Members at a GM); 23.2.8. may exercise the powers of the Company; and 23.2.9. may not also be paid employees of the Company. 23.3. The Directors shall cause a register of Directors and a register of Directors’ residential addresses to be maintained in accordance with sections 163 to 166 of the 2006 Act. 23.4. Following incorporation, the board shall be composed of the Individuals named as directors in the application to register a company submitted to Companies House (being subscribers to the memorandum of association aged 16 or over) and any
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OFFICIAL Co-opted Directors appointed by those directors prior to the first GM (together, the “Interim Board”). 23.5. The Interim Board shall retire at the first GM, which shall be held as soon as practicable following incorporation, but shall remain eligible for re-election (the period of office between the date of incorporation and the date of the first GM not being regarded as a “term of office” for the purposes of article 24.6). 24. Elected Directors 24.1. At the first GM and subsequent AGMs the Members may appoint Individual Ordinary Members (or Individuals who have applied to become Ordinary Members) as Directors (“Elected Directors”). 24.2. Elected Directors must be nominated by at least two Members. Such nominations must contain confirmation from the nominee that they are willing to act as an Elected Director and must be delivered to the registered office of the Company at least seven days before the GM. 24.3. Each Member has one vote for each vacancy in the Elected Directors on the board. 24.4. Provided the first GM is not also the first AGM, there shall be no changes in the Directors at the first AGM (except to fill any vacancies left following the first GM or caused by retirals since the first GM). 24.5. At the second and subsequent AGMs, one-third of the Elected Directors (rounding upwards if this is not a whole number) shall retire from office at the close or adjournment of that meeting. 24.6. A retiring Director shall be eligible for re-election after one term of office. A retiring Director shall not be eligible for re-election after two consecutive terms of office until a period of one year in which they have not been a Director has passed. 24.7. The Elected Director(s) to retire at an AGM shall be those who have been longest in office since their election/re-election (unless other Elected Director(s) have agreed to retire at that AGM). As between Individuals who were appointed as Elected Directors on the same date, the Elected Director(s) to retire shall be agreed between the Individuals appointed on the same date or determined by lot. 25. Co-opted Directors 25.1. Subject to article 23.1, the Directors may appoint Individuals as Directors to ensure a spread of skills and experience within the board (“Co-opted Directors”) and may remove a Co-opted Director at any time. 25.2. A Co-opted Director shall retire at the AGM following their appointment unless re- appointed by the Directors. 25.3. For the avoidance of doubt, a Co-opted Director may attend and vote at board meetings (subject to article 28). 26. Termination of Director’s Appointment 26.1. A Director shall cease to be a Director if:
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OFFICIAL 26.1.1. that Director sends a written notice of resignation to registered office of the Company, or retires at GM or AGM; 26.1.2. that Director becomes prohibited from being: 26.1.2.1. a charity trustee under section 69(2) of the 2005 Act; or 26.1.2.2. a Director of a limited company by reason of any order made under the Company Directors Disqualification Act 1986; 26.1.3. that Director becomes a paid employee of the Company or holds an office within the Company for which they receive payment; 26.1.4. being an Elected Director, that Director ceases to be an Ordinary Member; 26.1.5. being a Co-opted Director, that Director is removed from office by the Directors in accordance with article 26.1; 26.1.6. that Director is removed from office under section 168 of the 2006 Act; 26.1.7. that Director is considered by the Directors to have been in serious or persistent breach of either or both of the duties listed in sections 66(1) and 66(2) of the 2005 Act, under section 66(5)(b) of the 2005 Act; 26.1.8. that Director is considered by the Directors to have been in serious or persistent breach of either or both of the duties listed in sections 66(1) and 66(2) of the 2005 Act, under section 66(5)(b) of the 2005 Act; 26.1.9. that Director becomes incapable of fulfilling the duties of a Director as the result of a medical condition and such incapacity, certified by two medical practitioners where necessary, is expected to continue for more than six months; or 26.1.10. that Director is absent (without permission of the Directors) from over three consecutive board meetings, and the Directors resolve to remove them from office. 27. Directors Interests 27.1. If a Director is interested in a proposed arrangement with the Company or connected with a person (as defined by section 252 of the 2006 Act and section 68(2) of the 2005 Act) who is so interested, that Director must declare that interest to the other Directors at a board meeting (in accordance with section 177(2) of the 2006 Act), by notice in writing (in accordance with section 184 of the 2006 Act) or by giving general notice (in accordance with section 185 of the 2006 Act). 27.2. When a Director becomes aware (or ought reasonably to have become aware) that he is interested in an existing arrangement with the Company or connected with a person (as defined by section 252 of the 2006 Act and section 68(2) of the 2005 Act) who is so interested, that Director has a duty to declare that interest to the other Directors as soon as reasonably practicable, whether at a board meeting (in accordance with section 182(2) of the 2006 Act), by notice in writing (in accordance with section 184 of the 2006 Act) or by giving general notice (in accordance with section 185 of the 2006 Act).
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OFFICIAL 27.3. The Directors shall cause a register of Directors interests to be maintained, where declarations made are recorded and declarations made by notice in writing (in accordance with section 184 of the 2006 Act) are kept. 27.4. Where a Director has an interest in a transaction or arrangement which the Company proposes to enter into, that Director may not participate in a proposed meeting for quorum or voting purposes, unless the Members pass an ordinary resolution permitting that Director to participate in that proposed meeting for quorum and voting purposes. 27.5. Where a Director declares an interest (other than in relation to a transaction or arrangement covered under article 28.4) at a board meeting, the chairperson of that board meeting shall determine whether that Director may: 27.5.1. participate in that meeting for quorum and voting purposes, 27.5.2. participate in discussions at that board meeting, or 27.5.3. be present while the matter is discussed. 28. Conduct of Directors 28.1. Each Director shall, in exercising their functions as a Director, act in the interests of the Company and, in particular, must: 28.1.1. Seek, in good faith, to ensure that the Company acts in a manner which is in accordance with the Purposes; 28.1.2. Act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person; 28.2. In circumstances giving rise to the possibility of a conflict of interest between the Company and another party: 28.2.1. put the interests of the Company before that of the other party, in taking decisions as a Director; 28.2.2. where any other duty prevents him or her from doing so, disclose the conflicting interest to the Company and refrain from participating in any discussions or decisions involving the other Directors with regard to the matter in question; and 28.2.3. ensure that the Company complies with any direction, requirement, notice or duty imposed on it by the 2005 Act. 29. Quorum at Board Meetings 29.1. The quorum for board meetings is 50% of the Directors, at least 50% of whom are Elected Directors. No business shall be dealt with at a board meeting unless a quorum is present. 30. Board Meetings 30.1. Board meetings may take place in person or by telephone conference call, video conference call or by any other collective electronic means approved from time to
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OFFICIAL time by the Directors. The Directors participating must determine where and when the meeting is to be treated as having taken place for the purposes of article 31.5. 30.2. A Director may (and any company secretary, at the request of a Director, shall) summon a meeting of the Directors, by causing notice to be served on the other Directors, to be held at a place, date and time which is convenient for a majority of the Directors. Directors must receive at least seven Clear Days’ notice of board meetings, unless the Directors unanimously agree in writing to dispense with such notice on a specific occasion. Such notice should be accompanied by the agenda and any papers relevant to the matters to be discussed. 30.3. The chairperson of the board meeting shall endeavour to achieve consensus wherever possible but, if necessary, questions arising shall be decided by being put to a vote, each Director present having one vote. In the event of an equal number of votes for and against any resolution at a board meeting, the chairperson of the board meeting shall have a casting vote. 30.4. The Directors may delegate any of their powers to sub-committees consisting of at least one Director, such other person or persons as they think fit, and such other persons as they delegate to that sub-committee to appoint. Any sub-committee so formed shall, in the exercise of the powers so delegated, conform to any remit and regulations imposed on it by the Directors. The meetings and proceedings of any such sub-committee shall be governed by the provisions of the Articles regulating the meetings and proceedings of the Directors so far as applicable and so far as the same shall not be superseded by any regulations made by the Directors. Such sub-committee shall regularly and promptly circulate, or ensure the regular and prompt circulation of, the minutes of its meetings to the Directors. 30.5. The Directors shall cause minutes to be made of: (a) the appointment of officers by the Directors; and (b) the proceedings at GMs, board meetings and sub- committee meetings, including the names of those present and all business transacted at such meetings. Minutes of a meeting which bear to have been signed by the chairperson thereof or the chairperson of a subsequent meeting, shall be sufficient evidence without any further proof of the facts therein stated. 30.6. The Members may, by special resolution, direct the Directors to take, or refrain from taking, specified action. No alteration of the Articles and no direction given by special resolution shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. 30.7. A resolution may be passed where all Directors (or, in the case of a sub-committee, all sub-committee members), indicate their agreement in writing and such resolution shall be as valid and effectual as if it had been passed at a meeting of the Directors (or of such sub-committee) duly convened and constituted. 30.8. The Directors may act notwithstanding any vacancy in the board, but where the number of Directors falls below the minimum number specified in article 23.1, the Directors may not conduct any business other than to appoint sufficient Directors to enable the Company to comply with article 23.1. 30.9. The Directors may allow any person to attend and speak, but not vote, at meetings of the board or sub-committees.
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OFFICIAL 30.10. The Directors may from time to time promulgate, review and amend any Ancillary Regulations, Guidelines and/or Policies, subordinate at all times to the Articles, as it deems necessary and appropriate to provide additional explanation, guidance and governance to Members/Directors. 31. CHAIRPERSON 31.1. The Directors must appoint: 31.1.1. an Elected Director to chair board meetings and general meetings (the “Chairperson”), and 31.1.2. an Elected Director to chair board meetings and general meetings in the event that the Chairperson is not present and willing to do so (the “Vice Chairperson”), 31.1.3. at a board meeting immediately after each AGM or following the resignation of the existing Chairperson/Vice-Chairperson. 31.2. In the event that: 31.2.1. the Chairperson is not present and willing to act within 15 minutes of the time at which the GM/board meeting is due to start, or no Chairperson is currently appointed; and 31.2.2. the Vice-Chairperson is not present and willing to act within 15 minutes of the time at which the GM/board meeting is due to start, or no Vice- Chairperson is currently appointed, 31.2.3. the Directors present must appoint an Elected Director to chair the GM/board meeting. 32. OTHER OFFICERS 32.1. The Directors may appoint a company secretary for such term and upon such terms and conditions as they think fit. The company secretary may be removed by the Directors at any time. 32.2. The Directors may appoint a minute secretary who will minute the matters set out in article 30.5 for such term and upon such terms and conditions as they think fit (the “Minute Secretary”). The minute secretary may be removed by the Directors at any time. 32.3. The Directors may appoint a treasurer for such term and upon such terms and conditions as they think fit. The treasurer may be removed by the Directors at any time. The treasurer may be required to attend board and sub-committee meetings but: 32.3.1. may not participate in such meetings for voting or quorum purposes unless they are also a Director; 32.3.2. may not attend meetings (or parts of meetings) at which their remuneration or employment is to be discussed; and
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OFFICIAL 32.3.3. (if the treasurer is not a Director) may not attend meetings at which confidential matters are to be discussed. 32.4. The Directors may appoint an employee of the Company as principal officer of the Company (“Principal Officer”) upon such terms and conditions, and with such job title, as they think fit. The Principal Officer may be required to attend board or sub- committee meetings but: 32.4.1. may not participate in such meetings for voting or quorum purposes; 32.4.2. may not attend meetings (or parts of meetings) at which their remuneration or employment is to be discussed; and 32.4.3. may not attend meetings at which confidential matters are to be discussed. 32.5. The Directors may propose a resolution to appoint an honorary patron. Such resolution may be passed by the Members at a GM. The honorary patron may be appointed for a period determined by the Members or for an unspecified period until the Members resolve to terminate their appointment. The honorary patron may attend and speak at GMs but may not participate in such meetings for voting or quorum purposes unless they are also a Member. 33. PSC REGISTER 33.1. The Directors shall cause a register of any relevant persons with significant control to be maintained in accordance with section 790M of the 2006 Act. 34. FINANCES AND ACCOUNTS 34.1. The Directors shall cause accounting records to be kept in accordance with the requirements of the 2006 Act, the 2005 Act and other relevant legislation. 34.2. Unless the Directors determine otherwise, accounting records shall be maintained and overseen by any elected Treasurer and Principal Officer. The accounting records shall be kept at such place as the Directors think fit and must at all times be open to inspection by the Directors. 34.3. The Directors shall ensure that the accounts of the Company are prepared and examined and/or audited in accordance with all relevant statutory requirements and, for the avoidance of doubt, an audit (within the meaning of the 2006 Act) shall not be required in a case where the Company is exempt from audit under the 2006 Act. 35. ALTERATIONS TO THE ARTICLES 35.1. A resolution to amend the Articles must be passed in accordance with article 21.3. 35.2. The Purposes may not be amended unless the written consent of OSCR is obtained in accordance with section 16 of the 2005 Act. 35.3. OSCR must be notified of all amendments to the Articles in accordance with section 17 of the 2005 Act. 36. INDEMNITY
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OFFICIAL 36.1. Without prejudice to any other indemnity, and in accordance with the 2006 Act and 2005 Act, the Directors, employees and members of any sub-committee, company secretary or Treasurer, may be indemnified out of the Company’s Property against any loss or liability (including the costs of successfully defending court proceedings) which they may sustain or incur on behalf of the Company or in connection with the activities of the Company. 37. APPLICATION OF PROFITS 37.1. No part of the income or Property of the Company shall be paid or transferred (directly or indirectly) to the Members, Directors or any other officer, whether by way of dividend, bonus or otherwise, except in accordance with article 40. The income and Property of the Company shall be applied solely towards promoting the Purposes. Any surplus income or Property of the Company shall be applied for the benefit of the Community. 38. PAYMENTS TO DIRECTORS/MEMBERS 38.1. Subject to the 2006 Act, section 67 of the 2005 Act and the Articles, Directors and Members are entitled to the following, if the Directors so determine: 38.1.1. repayment of out-of-pocket expenses (provided they have obtained the prior consent of the Directors); 38.1.2. reasonable remuneration in return for specific services actually rendered to the Company (in the case of a Director, such services must not be of the management nature normally carried out by a Director of a company); 38.1.3. payment of interest at a rate not exceeding the commercial rate on money lent to the Company; 38.1.4. payment of rent at a rate not exceeding the open market rent for property let to the Company; 38.1.5. to sell property to the Company provided such sale is at or below market value; 38.1.6. to purchase property from the Company provided such sale is at or above market value; and 38.1.7. payment by way of any indemnity, where appropriate, in accordance with article 38. 39. DISSOLUTION 39.1. A resolution to wind-up the Company must be passed in accordance with article 21.3. 39.2. If on the winding-up of the Company any Property remains after satisfaction of its debts and liabilities, such Property shall be given or transferred for the benefit of the community: 39.2.1. to another community transfer body or Charity approved by: 39.2.1.1. Not less than 75% of the Members (in accordance with article 21.3); and
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OFFICIAL 39.2.1.2. OSCR; or 39.2.2. to a community body (as defined by section 34 of the Land Reform (Scotland) Act 2003) which is also a Charity approved by: 39.2.2.1. not less than 75% of the Members (in accordance with article 21.3); 39.2.2.2. the Scottish Ministers; and 39.2.2.3. OSCR; or 39.2.3. To a crofting community body (as defined by section 71 of the Land Reform (Scotland) Act 2003 which is also a Charity approved by: 39.2.3.1. not less than 75% of the Members (in accordance with article 21.3); 39.2.3.2. the Scottish Ministers; and 39.2.3.3. OSCR; or 39.2.4. (in the event that no community body or crofting community body is approved by the Scottish Ministers) to the Scottish Ministers or to such Charity as the Scottish Ministers may direct. 40. LIMIT OF LIABILITY 40.1. The liability of each Member is limited to £1, being the amount which each Member undertakes to contribute to the property of the Company in the event that it is wound up while they are/it is a Member or within one year after they cease/it ceases to be a Member, for payment of: (a) its debts and liabilities contracted before they cease/it ceases to be a Member, (b) the costs, charges and expenses of winding up, and (c) adjustment of the rights of the contributories among themselves. Schedule 1- Form of Instrument Appointing Proxy
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OFFICIAL Erskine Arts I1, ……………………………………………………………………………….………, residing at ……………………………………………………………………………….………, being a Member of the above Company hereby appoint………………………………………………………………….……………, of ……………………………………………………..………………………………, and, failing him or her, ……………………...……………………………………, of ………………………………………………………………………………………, as my proxy to vote on my behalf at the [annual general meeting/general meeting] of the Company to be held on ………………………………………………………………………………………........................ and at any adjournment thereof. I hereby instruct my proxy to vote in favour of/against the following resolution[s]: [insert resolution(s)] Signed the ............ day of ……………………………………………… Signature of member appointing proxy ……………………………………………… 1 In the event that the member appointing a proxy is an Organisation, this will need to be amended e.g. “We, [NAME OF COMPANY], incorporated in Scotland under the Companies Acts (no. [NUMBER]) and having its registered office at [ADDRESS]”. References to “I” will need to be replaced with “We” and references to “my” will need to be replaced with “our”.
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OFFICIAL SCHEDULE 2 INTERPRETATION Defined terms 1. In the Articles, unless the context requires otherwise, the following terms shall have the following meanings: Term Meaning 1.1 “2005 Act” means the Charities and Trustee Investment (Scotland) Act 2005; 1.2 “2006 Act” means the Companies Act 2006; 1.3 “AGM” means an annual general meeting of the Company; 1.4 “Articles” means the articles of association of the Company; 1.5 “Associate” has the meaning given in article 14.1; 1.6 “Charity” shall have the meaning given in section 106 of the 2005 Act; 1.7 “Clear Days” , in relation to notice of a meeting, means a period excluding the day on which notice is given and the day on which the meeting is held; 1.8 “Co-opted Director” has the meaning given in article 26.1; 1.9 “Community” has the meaning given in article 4; 1.10 “Director” has the meaning given in section 250 of the 2006 Act; 1.11 “Elected Director” has the meaning given in article 24.1; 1.12 “GM” means a general meeting of the Company; 1.13 “Individual” means a natural person; 1.14 “Interim Board” means the board of Directors of the Company at the point of incorporation; 1.15 “Member” has the meaning given in section 112 of the 2006 Act; 1.16 “Minute Secretary” has the meaning given in article 33.2; 1.17 “Organisation” means a body corporate, unincorporated association or other combination of persons; 1.18 “Ordinary Member” has the meaning given in article 8.1.1; 1.19 “OSCR” means the Office of the Scottish Charity Regulator or its successor; 1.20 “Principal Officer” has the meaning given in article 33.4; 1.21 “Property” means money and all other property, heritable or moveable, real or personal and wherever situated; and 1.22 “Purposes” has the meaning given in article 4. Signed by
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OFFICIAL Michael Charles Friel Chairperson - Erskine Arts Dated: 06 / 02 / 2025