Margaret Rose Owners Association Constitution & Rules 18 June 2012

CONSTITUTION & RULES

NAME: The Association shall be known as the Margaret Rose Owners Association hereafter referred to as the Association. PURPOSE: The purpose of the Association shall be to implement the terms of the Deed of Conditions (vide Morrison Construction Ltd ref; B1059.314/SMFW/PA 2003, pages 1 through 20). MEMBERSHIP: a) Membership shall be open to the owners (ie those named on the title deeds) of the properties at the Princess Gate Development. In the event of any dwellinghouse or flat being owned by two or more persons only one of such owners shall be entitled to vote and in no case may any more than one be allowed in respect of a single dwellinghouse or flat. (See Standing Orders clause a.)

b) Members may, at their sole discretion, nominate someone to represent them at meetings of the Association. Any such nominee shall have the full voting rights on behalf of the nominator. Notwithstanding the foregoing, the member in question shall be responsible for accepting and upholding any decision as though they themselves had been present at the said meeting. c) The name and full postal address of the nominee shall be notified by the nominator in writing to the Secretary, not less than 7 days prior to the meeting to be attended by the nominee.

d) It shall be a condition of membership that all members, at all times, shall conduct themselves in a reasonable manner at meetings or in premises used by the Association. Any member may be excluded for breach of this condition, of for any other conduct contravening the objects of the Association, by a simple majority of those present and voting at any Committee or General Meeting of the Association. SUBSCRIPTION: a) All members shall pay such subscription per household as may be determined at the Annual General Meeting or at an Extraordinary General Meeting called exclusively for that purpose.

b) Any subscription and any other monies raised by or on behalf of the Association shall be applied only in furtherance of the objects of the Association. c) Members who are in arrears with their subscription shall not be allowed to vote at any meeting of the Association.

OFFICIALS: a) The Annual General Meeting shall elect, from within the membership, a Chairperson, a Secretary, a Treasurer and a Committee comprising these officials plus 2 (two) members.

b) Not more than one officer shall be elected from any one household.

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Margaret Rose Owners Association Constitution & Rules 18 June 2012 c) Non-resident owners are ineligible for election to the committee.

d) All officials shall serve for one year and shall be eligible for re-election. e) Elected directors of the Management Company, the Builders, and elected Councillors of the local authority shall only be eligible for election as officers of the Association if an insufficient number of other members have come forward for election. They shall not represent the Association in its dealings with the Company, the Builders, the Council or other bodies as appropriate. The election or removal of officers or committee members shall only be carried out by a General Meeting of the Association. The committee may temporarily fill any vacancy arising among the officers of the Association until the next General meeting of the members. The committee may also fill a vacancy on the committee arising between General Meetings by co-opting another member of the Association. Officers and committee members shall not be held personally liable for any liabilities incurred on behalf of the Association in the course of exercising their responsibilities on behalf of the Association.

f)

g)

h) Any member who has been elected to the committee for three consecutive terms, may not seek reelection to the committee for a further year. DUTIES OF THE OFFICIALS: a) The Chairperson (or in his/her absence another member of the committee) shall conduct the meetings of the Association.

b) The Treasurer shall i. ii. Open and maintain a bank account in the name of the Association Sign all cheques on behalf of the Association

iii. Keep proper accounts of all income and expenditure iv. Report on the accounts or deliver them up as required by the committee or any General Meeting of the Association. Such accounts shall be audited once a year by a person appointed by the membership at the Annual General Meeting. c) The Secretary shall i. Be responsible for the convening of all meetings and giving the prescribed notice to members. Notices of meetings shall be delivered to the appropriate dwelling within the development, unless agreed otherwise. Ensure that a proper record is kept of all meetings of the Association, its Committees and Subcommittees in the form of minutes or notes and shall distribute or display such records as appropriate.

ii.

iii. Maintain a register of members of the Association, which shall be available to any member on request. d) Any member(s) or officer(s) delegated to represent the Association in consultation with any other body shall act on the instructions of the Association and shall report back to the following Committee

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Margaret Rose Owners Association Constitution & Rules 18 June 2012 or General Meeting, whichever is the sooner. Only a full member of the Association shall be delegated to consult with the local authority. THE COMMITTEE RESPONSIBILITIES & MEETINGS: a) The Committee is authorized to carry out all of the functions of the Association as set out in the aforementioned Deed of Conditions.

b) The Committee shall meet as often as may be deemed necessary, at the discretion of the Chairperson and Secretary OR at the request of any other member of the Committee. c) In any event the Committee shall meet not less that 4 (four) times per annum.

d) The Committee shall i. ii. Convene the AGM in accordance with the Constitution. Convene an EGM at its discretion OR on receipt of a request signed by not less than 12 (twelve) members of the Association.

iii. Appoint, specify the duties and monitor the performance of, the Management Company (the Factor) on behalf of the Association. iv. Authorize expenditure on behalf of the Association as may be deemed necessary to achieve the objects thereof, within such limits as may be determined from time to time by a General Meeting of the members. v. Instruct the Factor to set up a separate client account in respect of each and every Maintenance Reserve Fund to which the owners of any block or group of units contribute. Each such account is to be separately held in an interest bearing account with a bank or building society as required by the Tenements (Scotland) Act 2004. Any withdrawal from these accounts shall require the express approval of an officer of the Factor and the Treasurer or Secretary of the Association, for the time being, confirmed by letter, e-mail or fax.

vi. Set up such Sub-committees as may be deemed appropriate. The Chairperson and the Treasurer shall be ex-officio members of any Sub-committee. vii. Present an annual report to the AGM and to any other General Meeting called for the purpose. viii. Ballot all residents on items of extra-ordinary expenditure in excess of 5,000. e) The quorum for a Committee meeting shall be not less than 3 (three) members of the Committee. In the event that a quorum is not present within 15 minutes of the stated time of the meeting, the said meeting shall be postponed for 2 (two) weeks. At the reconvened meeting, if a quorum is not present within 15 minutes of the stated time, those members present may proceed to conduct the business of the meeting. All members of the Committee shall automatically become Trustees ex officiis for the time being (the Trustees) with regard to ownership of the Common Ground and Flat Car Parking Spaces as defined in the Deed of Conditions Clause 1(e) and generally in accordance with Clause 25.2 of the said Deed of Conditions. A Committee member shall cease to be a Trustee immediately they are no longer a member of the Committee. All outgoing Committee members shall be required to convey back to the

f)

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Margaret Rose Owners Association Constitution & Rules 18 June 2012 Trustees their Trustees right of ownership in the Common Ground and shall sign a Disposition to this effect within 14 days. SUB-COMMITTEES: a) The Committee may appoint such Sub-committees as may be required to carry out the activities of the Association. Such Sub-committees shall be directly accountable to the Committee. The Committee shall, in advance, determine the terms of reference of any Sub-committee which may then act and apply any finance raised by itself, or on its behalf, only within these terms.

b) Where any Sub-committee is to continue in existence beyond the AGM following its appointment, its members shall submit themselves for re-election at that meeting and annually thereafter. c) Each Sub-committee shall keep proper accounts of income and expenditure and a proper record of all meetings and shall report on them or deliver them up as required by the Committee or any General Meeting.

d) The Committee or any General Meeting may dissolve any Sub-committee, whereupon the accounts, records and assets, financial or otherwise, of the Sub-committee shall pass into the hands of the Committee. e) All Sub-committees shall present an annual report to the AGM or any other General meeting called for that purpose.

POWERS: The Association, or the Committee on behalf of the Association, shall have the power to a) Order to be executed any common or mutual operations, maintenance and repairs to the Common Ground or any part thereof.

b) Make any regulations in conformity with the Deed of Conditions which may be considered necessary with regard to the preservation, use or enjoyment, of the Common Ground. c) Dismiss any Factor appointed by Taylor Woodrow subject to and in accordance with the terms of clause 16 of the Deed of Conditions. To subsequently appoint or dismiss any Factor subject to the approval of the Proprietors at a General Meeting.

Any recommendation by the Committee to dismiss or appoint any Factor shall be notified to the members prior to implementation in order to give the said members the opportunity to call for a General meeting, the purpose of which would be to approve or otherwise the said recommendation. Where this is discussed other than at the Annual General Meeting, the rules governing Extraordinary General Meetings shall apply. d) Delegate to the Factor appointed as aforesaid full right, power and authority to take charge of all matters pertaining to the maintenance and preservation of the Common Ground and the employment of labour in connection therewith as said rights, power and authority which could be exercised by a majority of the Proprietors at a General Meeting. Instruct the collection by the Factor of the maintenance costs together with any other charges decided upon by the Committee, from each Proprietor and the accounting by the Factor for his intromissions.

e)

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Margaret Rose Owners Association Constitution & Rules 18 June 2012 f) Instruct the employment by the Factor of a gardener and other staff as required for the maintenance of the Common Ground. Determine the amount of the annual maintenance charge to be charged from time to time.

g)

h) Instruct the Factor to take out and maintain insurance cover in respect of property owners liability for the Development for a sum to be approved by the Proprietors at a General Meeting. Declaring that 1. The Factor shall, unless otherwise determined by a meeting of the Proprietors, be entitled from the commencement of his appointment to exercise the whole rights and powers which may be competently exercised at or by a meeting of the Proprietors convened as aforesaid; and All expenses and charges incurred by the Association for any work undertaken or services performed in terms of or in furtherance of the provisions herein contained including reasonable renumeration of the Factor, shall be payable by the Proprietors within the Development whether consent thereto is or is not given, in the same way as if their consent had been obtained and, in the event of non payment within one calendar month, the Association shall be entitled to sue for recovery of the same in their or its own name, together with all expenses incurred by them. Alternatively the Association may instruct the Factor to sue for recovery as aforesaid in the name of the Factor. Failing recovery by the Association or the Factor of such unpaid charges after all competent legal processes have been exhausted, the remaining Proprietors shall bear the same equally amongst them.

2.

OWNERSHIP OF THE COMMON GROUND: In accordance with the Deed of Conditions Clause 25.2 the Committee on behalf of the Association shall a) Accept the ownership of the Common Ground and the Flat Car Parking Spaces as conveyed by Taylor Wimpey, at Taylor Wimpeys sole discretion.

b) Register the said conveyance in the applicable Division of the General Register of Sasines or Land Register of Scotland as appropriate. c) Hold the ownership of the said Common Ground and the Flat Car Parking Spaces, in trust, the Committee members acting as Trustees ex officiis. (See the section The Committee Responsibilities & Meetings Clause f.)

No part of the Common Ground or the Flat Car Parking Spaces shall be sold, let or leased for any purpose whatsoever without the express authority of a General Meeting of the Association, Annual or Extraordinary, convened in accordance with the Constitution & Rules of the Association. ANNUAL GENERAL MEETING: a) The Committee shall call the Annual General Meeting of the Association each year within the period of not less than 11 months and not more than 13 months from the date of the previous AGM. Not less than 28 (twenty eight) days notice shall be given to all members and to all those eligible for membership.

b) The AGM shall i. Receive the Annual Report of the Association from the Committee.

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Margaret Rose Owners Association Constitution & Rules 18 June 2012 ii. Receive the Annual Report from each and every Sub-committee.

iii. Receive the Audited Accounts from the Treasurer. iv. Elect the Officers, Committee and Auditor for the ensuing year. c) All proposals for discussion (other than amendments to the Constitution) must be submitted to the Secretary in writing not less than 14 (fourteen) days prior to the date set for the meeting. The Secretary shall notify all members of all such proposals not less than 7 (seven) days prior to the said date.

d) The AGM shall be held at a reasonable time and place, as may be determined by the Committee. AMENDMENTS TO THE CONSTITUTION: a) Any proposal to amend the Constitution must be submitted to the Secretary, in writing signed by at least 2 (two) members, not less than 21 (twenty one) days prior to the meeting at which it is to be discussed. Not less than 14 (fourteen) days notice shall be given to the members of such a meeting, together with the wording of the proposed amendment(s). b) Any amendment shall require the approval of not less than two-thirds of those present and voting, in person, by proxy or via a nominee. c) In the event that the members in question require an Extraordinary General Meeting to be called, then the rules governing Extraordinary General Meetings shall apply (ie the petition must be signed by not less than 12 members). EXTRAORDINARY GENERAL MEETING: a) An EGM may be called by the Committee at its discretion or shall be called by the Secretary on receipt of a petition signed by not less than 12 (twelve) members.

b) The said petition shall state explicitly, in the form of a motion or motions, the business of the EGM, and no other business will be competent at such a meeting. c) The Secretary shall call the meeting within 21 (twenty one) days of receipt of the petition and shall give all members 14 (fourteen) days notice of the EGM. The said notice shall set out the terms of the motion or motions to be considered.

d) The EGM shall be held at a reasonable time and place, as may be determined by the Committee. GENERAL MEETINGS: a) Any General meeting of the Association, properly convened, shall have the competency to act in pursuance of the conditions laid down in the aforementioned Deed of Conditions.

b) The quorum for any General meeting shall be not less than 12 (twelve) members, either in person, or in the form of an accredited nominee. c) In the event that a quorum is not present within 15 minutes of the stated time of the meeting, the said meeting shall be postponed for 2 (two) weeks. At the reconvened meeting, if a quorum is not present within 15 minutes of the stated time, those members present or their nominee may proceed to conduct the business. At such a reconvened meeting it shall only be competent to consider the business as notified on the agenda for the original meeting.

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Margaret Rose Owners Association Constitution & Rules 18 June 2012 STANDING ORDERS: a) Each member shall be entitled to 1 (one) vote, subject to the proviso that in the event of any house or flat being owned by 2 (two) or more persons, only one of the said owners shall be entitled to vote. In no case may more than 1 (one) vote be allowed in respect of any single dwelling.

b) Any member may be represented by a proxy, confirmed in writing to the Secretary. c) Any member may nominate another person to attend meetings and participate in discussions and decisions on behalf of the nominator. Any such nomination must confirmed to the Secretary in writing, a minimum of one day prior to the meeting

d) All decisions, other than amendments to the Constitution, shall be carried by a simple majority of those present and voting. e) f) g) The Chairperson shall have a deliberative vote as well as a casting vote in the event of a tie. All motions and amendments shall require to be moved and seconded prior to being put to the vote. In the event of there being more than one amendment proposed to a motion, each amendment shall be put to the vote in turn and the substantive motion (whether amended or not) shall then be put to the meeting.

h) The Chairperson shall not fail to consider a point of order, however his/her decision thereon shall be final. DISSOLUTION: If the Committee no longer exists, any 12 (twelve) members of the Association may decide that the Association should be dissolved. They shall give at least 14 (fourteen) days notice to all those eligible for membership of a General meeting at which the matter shall be discussed. For the sole purpose of dissolution a quorum need not apply and the Association may be dissolved by a majority of not less than two thirds of those present and voting, either in person, by proxy or via a nominee. The assets, financial and otherwise, remaining when the Association has satisfied its liabilities, shall be applied for such purposes of benefit to the community as the meeting shall decide on a simple majority.

Original adopted at the Inaugural General meeting 28.June.2007 Subsequently amended at the AGM on 23.May.2011

Malcolm Alford Chairman

Malcolm Robertson Secretary As adopted by the AGM on 18 June 2012

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