Constitution and Rules


The name of the Organisation is THE FRIENDS OF WARRISTON CEMETERY, hereafter known as the FRIENDS.


The preservation, conservation and sympathetic restoration for the public benefit of Warriston Cemetery, including the monuments, buildings, standing structures, landscape and associated archives.


Membership of the FRIENDS shall be open to any individual, group or corporate body who wishes to promote the aims of the FRIENDS and who have paid any annual subscription.

Membership fees shall be determined from time to time by the Committee and recommended by them for approval or otherwise by the Annual General Meeting, which shall have the sole authority and discretion to set membership fees.  Membership fees will be renewable on 1st July of each year.  The subscription of a member joining the FRIENDS in the 3 months preceding 1st July of any year shall be regarded as covering membership for the FRIENDS for the following year.

Membership shall cease if the membership fee is unpaid 6 months after it is due.

Membership may be refused or withdrawn from any person for good and sufficient reason provided that the individual or representative shall have the right to be heard by the Committee before a final decision is made.

A member has a right to give notice in writing to the Secretary of his or her resignation.

General Meetings (Annual General Meetings and Extraordinary General Meetings)

An Annual General Meeting shall be held each year at a date, time and place decided by the Committee.   No more than 15 months shall elapse between AGMs.

Notice of the AGM shall be given to all paid-up members not less than 28 days prior to the AGM, together with a call for nominations to the Committee and motions for discussion at the meeting.  The accidental omission to give notice of a meeting or the non-receipt of a notice by a person entitled to receive notice shall not invalidate the proceedings at that meeting.

Every member shall have one vote.  Group or corporate members shall nominate one member to vote on their behalf.  In the event of a tied vote, the Chair shall have a casting vote.

The Secretary or other person specially appointed by the Committee shall keep a full record of Proceedings at every AGM.

A quorum for any AGM shall be 5 members or one-tenth of the paid-up membership, whichever is the greater.  In the event of a quorum not being present within half-an-hour from the appointed time for the meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to such time and place as the Committee decides.  If at that re-convened meeting no quorum is present, those present shall conduct the business of the AGM.

The Committee may call an EGM of the FRIENDS at any time.  If at least 10 members request such a meeting in writing, stating the business to be considered, the Secretary shall call such a meeting.  At least 21 days’ notice must be given, and the notice must state the business to be discussed.


The FRIENDS shall be administered and managed in its day-to-day running by the Committee.  The Committee shall consist of the elected Officers, nominated and seconded, to be elected at the AGM, plus up to 5 elected Committee Members.  The elected Officers shall be the Chair, Vice-Chair, Treasurer and Secretary.  All Committee Members and Officers shall serve for one year and be eligible for re-election upon retirement.

The Committee shall have the power to co-opt a further 3 Members and up to one Officer.

The Committee shall meet regularly at least 3 times a year.  The quorum shall be 4, including at least 2 Officers.

Every matter shall be decided by majority votes of the Committee present, and the Chair shall have a casting vote.

The Proceedings of the Committee shall not be invalidated by any vacancy amongst its number, nor by any failure to appoint or to deflect in the appointment of a Member.  In the event of any vacancy among the elected Officers, the Committee shall have the power to appoint one of its own number to fill that vacancy.  The Committee may also fill any vacancy that exists between AGMs by co-opting a new member who shall serve until the next AGM.

The Committee shall keep written Minutes of Proceedings at meetings of the Committee and any Sub-Committees, to be circulated to the Committee within 21 days of the meeting.

The Committee may from time to time make and alter rules for the conduct of its business, the summoning and conduct of its meetings and the custody of documents.  No rule may be made which is inconsistent with this Constitution.

The Committee may appoint one or more Sub-Committees.

The Committee shall obtain and pay for such goods and services, including insurance, as are deemed necessary or desirable to carry out the work of the Friends.

The Committee shall reimburse the reasonable expenses properly incurred when acting on behalf of the Friends.

The Committee shall prepare an Annual Report for presentation at the AGM.

The FRIENDS shall have the power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the object or similar purposes and to exchange information and advice from them.  Also, to establish or support any charitable trusts or institutions formed for all or any of the objects.  Also, to do all such other lawful things as are necessary for the achievement of the Aims.


The FRIENDS shall have the power to collect membership fees and to raise funds by appeal, grant, donations or other means, excluding loans.

The Committee shall have the power to open a bank account on behalf of the FRIENDS.  Cheques issued on this account shall bear the signatures of the Treasurer or one other Office-Bearer.

The Funds belonging to the FRIENDS shall be applied only in furthering the objects.

Amendments to the Constitution

Amendments to the Constitution may be adopted by a motion at the AGM or at an EGM on a vote of not less than two-thirds of those present.

Notice of any proposed amendment setting out the terms of the alteration shall be given in writing to current members not less than 14 days before the meeting.


The FRIENDS may be dissolved having given not less than 21 days’ notice which states the terms of the resolution to be proposed, by a two-thirds majority of members present at an AGM, confirmed by a simple majority of members voting at a further EGM held not less than 14 days after the previous meeting.  If a motion for the Dissolution of the Friends is to be proposed at an AGM of the Friends or at a Special General Meeting, this motion shall be referred to specifically when notice of the meeting is given.  In this event, the Committee shall have the power to realise any assets held by or on behalf of the FRIENDS, and any assets remaining after the satisfaction of any debts and liabilities shall not be repaid to members of the FRIENDS, but transferred to one or more charitable institutions having objects similar to those herein before declared as chosen by the meeting of the FRIENDS at which Dissolution is confirmed.  The Minutes and other records of the FRIENDS shall be deposited with the local history section of the local Library.

Date of Adoption of the Constitution: 4th July 2013 

Signatures of the Officers:


FOWC Constitution