Barr Parish Development Company Ltd

Strategic Plan 2013-16

Author: Barr Parish Development Company Ltd Committee

Address: North Balloch Farm, North Balloch, GIRVAN, Ayrshire KA26 9UA

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Contents

Foreword by Chair of Barr Parish Development Company Ltd Page 3

Executive Summary Page 4 Introduction and background Page 5

Local Consultation Page 6

Vision, Values and Key Aims Page 7

Priorities for 1, 3 and 5 years, relating to key aims Page 7

Budget Page 8

Appendices

1. Map of the Parish Page 9

2. BPDC Articles of Association Page 10-24

3. Results of local consultation Page 25-29

4. SWOT Analysis Page 31

5. PESTEL Analysis Page 32

6. Stakeholder Analysis Page 33

NB. For the purposes of this document the Barr Parish Development Company Ltd will be

referred to as BPDC.

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Foreword

As Chairperson I am delighted to be writing this foreword to the Barr Parish Development

Company Ltd Strategic Plan, I hope the first of many.

In spring 2013 a new group of Community Councillors was voted onto the Barr

Community Council who unanimously decided to look at setting up a Parish Development

Company. After consulting every household in the Parish75% of villagers signed up to

become members of the new Barr Parish Development Company Ltd, a company limited

by guarantee who could apply for its own funds to carry out projects on behalf of its

members.

Our first Open Day was held in September 2013 to canvass local opinion on what projects

we should undertake. This event not only inspired confidence, it invited discussion and

brought people together, confirming that Barr residents across the whole parish felt

collectively encouraged and open to the prospect of a positive future.

For some years many residents have felt there has been a lack of progress, with the parish

becoming stagnant through lack of employment opportunities and no new local facilities to

encourage regeneration. Whatever the reasons, it is up to the villagers to take an active

role changing their own fortune.

We will build partnerships with the local organisations and other communities in the area.

We will lobby for help and improvements from the Forestry Commission and South

Ayrshire Council, and as a group we will drive forward the village’s aspirations, build on

our strengths, and face up to our shortcomings. Most importantly we will bring people

together to plan a positive path ahead.

Isabel Kay Chairperson BPDC December 2013

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Executive Summary

This document sets out the first steps that Barr Parish Development Company Ltd will

make to provide new and innovative programmes which will create and deliver the

regeneration of the village.

As a company we will work according to our Articles of Association objective:

‘The company’s objects are to facilitate and promote education and skills training, encourage and

provide sustainable employment through tourism, the arts, local agriculture and industry. To utilize

existing green technologies / energy systems in order to make Barr Parish a model for a carbon

balanced sustainable economy. To carry out all such ancillary activities as the directors may

consider appropriate to meet the objects from time to time as and when necessary for the benefit

of the inhabitants of the Parish of Barr’.

This will be achieved by the directors working together, and with other committed

residents of the parish, to investigate and develop sustainable projects that will attract

funding and be of benefit to the whole parish.

BPDC is taking its role seriously and is passionate in its aims to work with the residents of

Barr to achieve a better life for the people of the parish. Barr has been affected by the

deterioration in the economic climate both nationally and locally, with the decline in

tourism and the lack of jobs. Since the development of Hadyard Hill wind farm there have

been many broken promises and as a group we intend to work within our capabilities,

seeking professional support as necessary. This Strategic Plan shows how the group was set

up, how the initial consultation was undertaken and the group’s immediate plans. The first

steps will be to seek funding for a village play park and look into the development of

Dinmurchie Farm buildings. The residents of the parish will be consulted at all stages and

the committee will review this document annually.

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Introduction and background

The Parish of Barr has c273 residents and covers an area of 81.sq miles (see map appendix

1). The village is situated in a rural location in the Stinchar river valley, sitting at the

confluence of rivers Greg and Stinchar, it is served by the B734 from the nearby town of

Girvan which becomes a single track road joining the A714 and a further single track road

leading to Glentrool, it has no through traffic.

Barr is served by a Community Council consisting of nine elected members. It has over

nineteen community organisations including a Community Association who receive the

benefit of funding from the hire of the South Ayrshire maintained Village Hall.

The Scottish Government definition of a Community Council is as follows:

‘Community Councils are the most local tier of statutory representation in Scotland. They bridge

the gap between local authorities and communities, and help to make public bodies aware of the

opinions and needs of the communities they represent.

Their primary purpose is to ascertain and express the views of the community to the local authority

and other public bodies. Many Community Councils also involve themselves in a wide range of

other activities including fundraising, organising community events, undertaking environmental and

educational projects and much more.

There are currently around 1200 Community Councils in Scotland, all of which are composed of

elected volunteers from the community.’

http://www.scotland.gov.uk/Topics/Government/PublicServiceReform/CommunityCouncils

Community Councillors elections are held every three years. In March 2013 the villagers

elected a new group of Community Councillors to serve on the Barr Community Council

from 1st April 2013 until 31st March 2016:

Hamish Denham Chairman, Merlin Corbett Vice Chairperson, William Dunlop Treasurer,

Alasdair Currie, Alex Forsyth, James Gracie, Isabel Kay and Alexander Tait, with Joanne

Muir co-opted in December 2013 due to the resignation of James Leil.

“Coming together is a beginning, keeping together is progress, working together is success”

A previous Community Council had commissioned a Community Action Plan 2010-2012

from Ailsa Horizons Ltd. The current Community Council acknowledge this now out-of-

date document, but will be using some of its recommendations to form a programme of

regeneration projects.

At the Community Council meeting of Thursday 13th June 2013 a discussion was held on

how the group could further assist the community outwith the limits and constraints of the

Community Council to fund and develop projects for the benefit of the village. A decision

was made that the best way forward was to establish a new not-for-profit Parish

Development Company Limited by guarantee to work independently of, but in tandem with

the Community Council. A working party was formed, with a board consisting of Isabel

Kay, (chair), Alex Forsyth (secretary), Hamish Denham (treasurer), Merlin Corbett,

Alasdair Currie, William Dunlop, James Gracie, Rachael Grenter, Derek McWilliam, Joanne

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Muir, Jackie Logan, and Alexander Tait with Fraser Baird (co-opted). A constitution was

drawn up (Appendix 2), and bank account established.

The Board have undertaken SWOT, PESTEL and Stakeholder analysis exercises to assist

with future decision making.

Local Consultation

To establish what interest there was in setting up the Barr Parish Development Company

Ltd (BPDC) and what projects should be prioritised every household in the Parish was

canvassed. Each received a leaflet outlining the proposal to form the not-for-profit Parish

Development Company and offering a list of alternative areas of interest. The villagers

were asked to become shareholders with a limited risk of £1.00.

75% responses were returned. In comparison to other similar companies in the region the

response has been overwhelming support.

BPDC Open Day 22nd September 2013

To gauge the opinions of the villagers

and to further measure their

enthusiasm, or not for the BPDC

project ideas, an open day was held in

the Village Hall on Sunday 22nd September 2013. Tables on the following areas of interest

were manned by volunteers to explain how these projects could be of value and benefit to

the residents.

Active Sport/Forest Trails

Tourism

Arts and Culture

Heritage

Energy Saving

Play park and multi-use games area

One hundred and forty one comments were recorded and of theses sixty four were on

active sports forest trails, seven on tourism, twenty eight on arts and culture, five on

energy saving, sixteen general suggestions and twenty eight people left a ‘it happened in

Barr’ memory at the heritage table.

For full details of local consultation results see Appendix 3.

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Vision Values and Key Aims

Barr Parish Development Company Ltd will create and support facilities for the village of

Barr. It will work with villagers, neighbouring communities, interested organisations and

local businesses to develop projects that will inspire public participation, learning and well-

being for a sustainable future.

Key Aims

To provide or assist in providing recreational facilities, which will be available to

members of the community and public at large with the object of improving the

conditions of life of the community.

To advance community development, including regeneration within the community.

To advance the education of the community about its environment, culture,

heritage and history.

To advance environmental protection or improvement including sustainable

development, and conservation of the natural environment.

Priorities relating to key aims for 1, 3 and 5 years

The BPDC has an ambitious vision for the village of Barr. It wishes to provide resources for

the use of the local community, and help to regenerate the village and parish.

Success will be measured by providing actual built facilities, and by supporting the creation

of new services and businesses to provide work for local people.

To prioritise the work, the BPDC has carried out local evaluation, as described in the

introduction.

Year 1

As a result of the local evaluation it was decided to source funding as a matter of urgency

for the creation of a new play park. All local children and young adults were consulted as

to what new facilities they would like. Suitable companies have been approached and plans

drawn up.

It was agreed to approach Hadyard Hill Community Benefit Fund and Carrick Futures

through their main grant fund for the full cost. South Ayrshire Council support this project

and have provided a ‘Partnership agreement’ that would provide all necessary insurance for

public liability and a planned maintenance agreement. The Forestry Commission have also

agreed to support the project by providing drainage for the site as an in kind contribution.

Letters of support have been received from the Local Councillors, Barr Primary School,

the Barr Primary and Nursery School Association and the Barr Community Association.

Year 1-5

Dinmurchie Farm Buildings

The Forestry Commission has designated Dinmurchie Farm buildings and its environs as

surplus to their requirements.

An expression of interest was made by BPDC in November 2013 to the Forestry

Commission for the development of the site for a major regeneration project.

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Eighteen months has been allocated for BPDC to raise funds necessary to purchase the

site.

The future

As a group we have many ideas on how to regenerate the village and we will seek funding

to commission a full scoping report on the ideas chart below.

Building on this achievement we would seek to implement more ambitious projects with

the support of the wider community. To facilitate progress and help our fragile rural

economy, we will explore our strengths and utilise the potential therein to increase

tourism and develop resources in a coherent and positive way.

Children enjoying the open day

Budget

The BPDC has no income. Funds will have to be sourced; these will be made through grant

applications to local and national providers. Donations, legacies and naming opportunities

will be invited.

In the near future we are hoping to receive a small start-up grant from the Barr

Community Council to cover administrative costs.

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Appendix 1

Parish of Barr

Parish Map by kind reproduction of SAC/Ordnance survey

http://www.south-ayrshire.gov.uk/communitycouncils/barr.aspx

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Appendix 2

BPDC Articles of Association

THE COMPANIES ACT 2006

COMPANY LIMITED BY GUARANTEE AND

NOT HAVING A SHARE CAPITAL

ARTICLES of ASSOCIATION

of

THE BARR PARISH DEVELOPMENT COMPANY LIMITED

CONTENTS

GENERAL constitution of the company, defined terms, objects,

powers, limit on liability, general structure

articles 0 - 0

MEMBERS qualifications, application, subscription, register,

withdrawal, expulsion, termination/transfer

articles 0-0

GENERAL MEETINGS

(meetings of members)

general, notice, procedure, special/ordinary

resolutions, written resolutions

articles 0-0

DIRECTORS maximum number, eligibility, election/ retiral/re-

election, termination of office, register, office

bearers, powers, personal interests, conduct

articles 0-0

DIRECTORS’ MEETINGS procedure, conduct of directors, alternates articles 0-0

ADMINISTRATION committees, operation of bank accounts, secretary,

minutes, accounting records and annual accounts,

notices

articles 0-0

MISCELLANEOUS winding-up, indemnity, interpretation articles 0-0

Constitution of the company

The model articles of association as prescribed in Schedule 2 to The

Companies (Model Articles) Regulations 2008 are excluded in respect of this

company.

Defined terms

In these articles of association, unless the context requires otherwise:

“Act” means the Companies Act 2006;

“electronic form” has the meaning given in section 1168 of the Act;

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“property” means any property, heritable or moveable, real or

personal, wherever situated; and

“subsidiary” has the meaning given in section 1159 of the Act.

Any reference to a provision of any legislation (including any statutory

instrument) shall include any statutory modification or re-enactment of that

provision in force from time to time.

Objects

1 The company’s objects are to facilitate and promote education and skills

training, encourage and provide sustainable employment through tourism, the

arts, local agriculture and industry. To utilize existing green technologies/

energy systems in order to make Barr Parish a model for a carbon balanced

sustainable economy. To carry out all such ancillary activities as the directors

may consider appropriate to meet the objects from time to time as and when

necessary for the benefit of the inhabitants of the Parish of Barr.

The company’s objects are restricted to those set out in article 1 (but subject

to article 0).

The company may add to, remove or alter the statement of the company’s

objects in article 1; on any occasion when it does so, it must give notice to the

registrar of companies and the amendment will not be effective until that

notice is registered on the register of companies.

Powers

In pursuance of the objects listed in article 1 (but not otherwise), the

company shall have the following powers:

To carry on any activities which further any of the above objects.

To promote companies whose activities may further one or more of

the above objects or may generate income to support the activities of

the company, acquire and hold shares in such companies and carry

out, in relation to any such company which is a subsidiary of the

company, all such functions as may be associated with a holding

company.

To acquire and take over the whole or any part of the undertaking and

liabilities of any body holding property or rights which are suitable

for the company’s activities.

To purchase, take on lease, hire, or otherwise acquire, any property or

rights which are suitable for the company’s activities.

To improve, manage, develop, or otherwise deal with, all or any part

of the property and rights of the company.

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To sell, let, hire out, license, or otherwise dispose of, all or any part of

the property and rights of the company.

To lend money and give credit (with or without security) and to grant

guarantees and issue indemnities.

To borrow money, and to give security in support of any such

borrowings by the company, in support of any obligations undertaken

by the company or in support of any guarantee issued by the

company.

To employ such staff as are considered appropriate for the proper

conduct of the company’s activities, and to make reasonable

provision for the payment of pension and/or other benefits for

members of staff, ex-members of staff and their dependants.

To engage such consultants and advisers as are considered

appropriate from time to time.

To effect insurance of all kinds (which may include officers’ liability

insurance).

To invest any funds which are not immediately required for the

company’s activities in such investments as may be considered

appropriate (and to dispose of, and vary, such investments).

To liaise with other voluntary sector bodies, local authorities, UK or

Scottish government departments and agencies, and other bodies, all

with a view to furthering the company’s objects.

To take such steps as may be deemed appropriate for the purpose of

raising funds for the company’s activities.

To accept grants, donations and legacies of all kinds (and to accept

any reasonable conditions attaching to them).

To oppose, or object to, any application or proceedings which may

prejudice the company’s interests.

To enter into any arrangement with any organisation, government or

authority which may be advantageous for the purposes of the

activities of the company, and to enter into any arrangement for co-

operation or mutual assistance with any charity.

To do anything which may be incidental or conducive to the

furtherance of any of the company’s objects.

Liability of members

The liability of the members is limited.

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Every member of the company undertakes that if the company is wound up

while he/she is a member (or within one year after he/she ceases to be a

member), he/she will contribute - up to a maximum of £1 - to the assets of the

company, to be applied towards:

payment of the company’s debts and liabilities contracted before

he/she ceases to be a member;

payment of the costs, charges and expenses of winding up; and

adjustment of the rights of the contributories among themselves.

General structure

The structure of the company consists of:

the MEMBERS - who have the right to attend general meetings and have

important powers under the articles of association and the Act; in

particular, the members elect people to serve as directors and take

decisions in relation to changes to the articles themselves: and

the DIRECTORS - who hold regular meetings during the period between

annual general meetings, and generally control and supervise the

activities of the company; in particular, the directors are responsible

for monitoring the financial position of the company.

Qualifications for membership

The members of the company shall consist of the subscribers to the

memorandum of association and such other persons as are admitted to

membership under articles 0 to 0.

Membership shall be open to any individual, aged 18 or over, who is a

resident of Barr Parish.

Employees of the company shall not be eligible for membership; a person

who becomes an employee of the company after admission to membership

shall automatically cease to be a member.

Application for membership

Any person who wishes to become a member must sign, and lodge with the

company, a written application for membership.

The directors may, at their discretion, refuse to admit any person to

membership.

The directors shall consider each application for membership at the first

directors’ meeting which is held after receipt of the application; the directors

shall, within a reasonable time after the meeting, notify the applicant of their

decision on the application.

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Membership subscription

No membership subscription shall be payable.

Register of members

The directors shall maintain a register of members, setting out the full name

and address of each member, the date on which he/she was admitted to

membership, and the date on which any person ceased to be a member.

Withdrawal from membership

Any person who wishes to withdraw from membership shall sign, and lodge

with the company, a written notice to that effect; on receipt of the notice by

the company, he/she shall cease to be a member.

Expulsion from membership

Any person may be expelled from membership by special resolution (see

article 0), providing the following procedures have been observed:

at least 21 days’ notice of the intention to propose the resolution must

be given to the member concerned, specifying the grounds for the

proposed expulsion;

the member concerned shall be entitled to be heard on the resolution

at the general meeting at which the resolution is proposed.

Termination/transfer

Membership shall cease on death.

A member may not transfer his/her membership to any other person.

General meetings (meetings of members)

The directors shall convene an annual general meeting in each year (but

excluding the year in which the company is formed); the first annual general

meeting shall be held not later than 18 months after the date of incorporation

of the company.

Not more than 15 months shall elapse between one annual general meeting

and the next.

The business of each annual general meeting shall include:

a report by the chair on the activities of the company

the election/re-election of directors, as referred to in articles 0 to 0.

Subject to articles 0, 0 and 0, the directors may convene a general meeting at

any time.

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The directors must convene a general meeting if there is a valid requisition by

members (under section 303 of the Act) or a requisition by a resigning

auditor (under section 518 of the Act).

Notice of general meetings

At least 14 clear days’ notice of a general meeting must be given to all the

members, directors and (if auditors are in office at the time) to the auditors.

The reference to “clear days” in article 0 shall be taken to mean that, in

calculating the period of notice, the day after the notice is posted, (or, in the

case of a notice sent by electronic means, the day after it was sent) and also

the day of the meeting, should be excluded.

A notice calling a meeting shall specify the date, time and place of the

meeting; it shall (a) indicate the general nature of the business to be dealt

with at the meeting; (b) if a special resolution (see article 0) (or a resolution

requiring special notice under the Act) is to be proposed, state that fact,

giving the exact terms of the resolution; and (c) contain a statement

informing members of their right to appoint a proxy.

A notice convening an annual general meeting shall specify that the meeting

is to be an annual general meeting.

Notice of every general meeting shall be given:

in hard copy form;

(where the individual to whom notice is given has notified the

company of an address to be used for the purpose of electronic

communication) in electronic form; or

(subject to the company notifying members of the presence of the

notice on the website, and complying with the other requirements of

section 309 of the Act) by means of a website.

Procedure at general meetings

No business shall be dealt with at any general meeting unless a quorum is

present; the quorum for a general meeting shall be 3 persons entitled to vote,

each being a member or a proxy for a member.

If a quorum is not present within 15 minutes after the time at which a general

meeting was due to commence - or if, during a meeting, a quorum ceases to

be present - the meeting shall stand adjourned to such time and place as may

be fixed by the chairperson of the meeting.

The Chairperson shall (if present and willing to act as chairperson) preside as

chairperson of each general meeting; if the Chairperson is not present and

willing to act as chairperson within 15 minutes after the time at which the

meeting was due to commence, the directors present at the meeting shall elect

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from among themselves the person who will act as chairperson of that

meeting.

The chairperson of a general meeting may, with the consent of the meeting,

adjourn the meeting to such time and place as the chairperson may determine.

Every member shall have one vote, which (whether on a show of hands or on

a secret ballot) may be given either personally or by proxy.

A member who wishes to appoint a proxy to vote on his/her behalf at any meeting

shall lodge with the company, at the company’s registered office, a

written instrument of proxy (in such form as the directors require),

signed by him/her; or

shall send by electronic means to the company, at such electronic

address as may have been notified to the members by the company

for that purpose, an instrument of proxy (in such form as the directors

require);

providing (in either case) the instrument of proxy is received by the company

at the relevant address not less than 48 hours before the time for holding the

meeting.

For the avoidance of doubt, in calculating the 48-hour period referred to in

article 0 , no account shall be taken of any day that is not a working day.

An instrument of proxy, or electronic communication containing the

appointment of a proxy, which does not conform with the provisions of

article 0, or which is not lodged or sent in accordance with such provisions,

shall be invalid.

A member shall not be entitled to appoint more than one proxy to attend the

same meeting.

A proxy need not be a member of the company.

A proxy appointed to attend and vote at any meeting instead of a member

shall have the same right as the member who appointed him/her to speak at

the meeting.

The chairperson of a general meeting shall not be entitled to a casting vote if

an equality of votes arises in relation to any resolution.

A resolution put to the vote at a general meeting shall be decided on a show

of hands unless a secret ballot is demanded by the chairperson (or by at least

two persons present at the meeting and entitled to vote, whether as members

or as proxies for members); a secret ballot may be demanded either before the

show of hands takes place, or immediately after the result of the show of

hands is declared.

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If a secret ballot is demanded, it shall be taken at the meeting and shall be

conducted in such manner as the chairperson may direct; the result of the

ballot shall be declared at the meeting at which the ballot was demanded.

Special resolutions and ordinary resolutions

For the purposes of these articles, a “special resolution” means (without

prejudice to articles 0 to 0) a resolution passed by 75% or more of the votes

cast on the resolution at a general meeting, providing proper notice of the

meeting and of the intention to propose the resolution has been given in

accordance with articles 0 to 0; for the avoidance of doubt, the reference to a

75% majority relates only to the number of votes cast in favour of the

resolution as compared with the number of votes cast against the resolution,

and accordingly no account shall be taken of abstentions or members absent

from the meeting.

In addition to the matters expressly referred to elsewhere in these articles, the

provisions of the Act allow the company, by special resolution,

to alter its name

to alter any provision of these articles or adopt new articles of association.

For the purposes of these articles, an “ordinary resolution” means (without

prejudice to articles 0 to 0) a resolution passed by majority vote (taking

account only of those votes cast in favour as compared with those votes

against) at a general meeting, providing proper notice of the meeting has been

given in accordance with articles 0 to 0.

Written resolutions

A written resolution can be passed by the members of the company (having

been proposed by either the members or the directors in accordance with the

procedures detailed in Chapter 2 of Part 13 of the Act) and will have effect as

if passed by the members of the company in general meeting; a written

resolution is passed when the required majority of eligible members have

signified their agreement to it by sending to the company (in hard copy or

electronic form) an authenticated document which identifies the resolution to

which it relates and which indicates the member’s agreement to it (agreement

to which cannot thereafter be revoked).

For the purposes of the preceding article:

the reference to “eligible members” is to those members who would

have been entitled to vote on the resolution on the circulation date of

the resolution (which is either (a) the date on which copies of the

written resolution are sent or submitted to the members in accordance

with the procedures detailed in Chapter 2 of Part 13 of the Act; or (b)

if copies are sent or submitted to members on different days, the first

of those dates);the reference to “required majority” is to the majority

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required to pass an ordinary or a special resolution under the Act, as

follows:-

in order to pass an ordinary resolution by way of written

resolution, it must be passed (in accordance with article 0) by

members representing a simple majority of the total voting

rights of eligible members;

in order to pass a special resolution by way of written

resolution, it must be passed (in accordance with article 0) by

members representing not less than 75% of the total voting

rights of eligible members and the resolution must specifically

state that it was proposed as a special resolution.

For the avoidance of doubt, a resolution to remove a director (under section

168 of the Act) or a resolution to remove an auditor (under section 510 of the

Act) cannot be proposed as a written resolution under article 0.

For the purposes of article 0, a proposed written resolution will lapse if it is

not passed before the end of a period of 28 days beginning with the

circulation date (as defined in article 0), and the agreement of any member to

a written resolution will be ineffective if signified after the expiry of that

period.

Maximum/minimum number of directors

The maximum number of directors shall be 9 (nine).

The minimum number of directors shall be 3 (three).

Eligibility

A person shall not be eligible for election/appointment as a director unless

he/she is a member of the company.

Election, retiral, re-election

At each annual general meeting, the members may (subject to article 0) elect

any member (providing he/she is willing to act) to be a director.

The directors may at any time appoint any member (providing he/she is

willing to act) to be a director (subject to article 0).

At the first annual general meeting, two of the directors shall retire from

office; the question of which of them is to retire shall be determined by some

random method.

At each annual general meeting (other than the first):

any director appointed under article 0 during the period since the

preceding annual general meeting shall retire from office;

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out of the remaining directors, two shall retire from office.

The directors to retire under paragraph 0 shall be those who have been

longest in office since they were last elected or re-elected; as between

persons who were last elected/re-elected on the same date, the question of

which of them is to retire shall be determined by some random method.

A director who retires from office under article 0 or 0 shall be eligible for re-

election.

Termination of office

A director shall automatically vacate office if:

he/she ceases to be a director through the operation of any provision

of the Act or becomes prohibited by law from being a director;

he/she becomes incapable for medical reasons of fulfilling the duties

of his/her office and such incapacity is expected to continue for a

period of more than six months;

he/she ceases to be a member of the company;

he/she becomes an employee of the company;

he/she resigns office by notice to the company;

he/she is absent (without permission of the directors) from more than

three consecutive meetings of the directors, and the directors resolve

to remove him/her from office;

he/she is removed from office by resolution of the directors on the

grounds that he/she is considered to have committed a material breach

of the code of conduct for directors in force from time to time (as

referred to in article 0);

he/she is removed from office by ordinary resolution (special notice

having been given) in pursuance of section 168 of the Act.

A resolution under paragraph 0 shall be valid only if:

the director who is the subject of the resolution is given reasonable

prior written notice by the directors of the grounds upon which the

resolution for his/her removal is to be proposed;

the director concerned is given the opportunity to address the meeting

of directors at which the resolution is proposed, prior to the resolution

being put to the vote;

at least two thirds (to the nearest round number) of the directors then

in office vote in favour of the resolution.

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Register of directors

The directors shall maintain a register of directors, setting out full details of

each director, including the date on which he/she became a director, and also

specifying the date on which any person ceased to hold office as a director.

Office bearers

The directors shall elect from among themselves a Chairperson and a

Treasurer, and such other office bearers (if any) as they consider appropriate.

All of the office bearers shall cease to hold office at the conclusion of each

annual general meeting, but shall then be eligible for re-election.

A person elected to any office shall cease to hold that office if he/she ceases

to be a director, or if he/she resigns from that office by written notice to that

effect.

Powers of directors

Subject to the provisions of the Act, and these articles, and subject to any

directions given by special resolution, the company and its assets and

undertaking shall be managed by the directors, who may exercise all the

powers of the company.

A meeting of the directors at which a quorum is present may exercise all

powers exercisable by the directors.

Personal interests

A director who has a personal interest in any transaction or other arrangement

which the company is proposing to enter into, must declare that interest at a

meeting of the directors; he/she will be debarred (in terms of article 0) from

voting on the question of whether or not the company should enter into that

arrangement.

For the purposes of the preceding article, a director shall be deemed to have a

personal interest in an arrangement if any partner or other close relative of

his/hers or any firm of which he/she is a partner or any limited company of

which he/she is a substantial shareholder or director (or any other party

who/which is deemed to be connected with him/her for the purposes of the

Act), has a personal interest in that arrangement.

Provided he/she has declared his/her interest he/she has not voted on the

question of whether or not the company should enter into the relevant

arrangement and the requirements of article 0 are complied with,

a director will not be debarred from entering into an arrangement with the

company in which he/she has a personal interest (or is deemed to have a

personal interest under article 0) and may retain any personal benefit which

he/she gains from his/her participation in that arrangement.

- 21 -

No director may serve as an employee (full time or part time) of the

company, and no director may be given any remuneration by the company for

carrying out his/her duties as a director.

Where a director provides services to the company or might benefit from any

remuneration paid to a connected party for such services, then the maximum

amount of the remuneration must be specified in a written agreement and

must be reasonable the directors must be satisfied that it would be in the

interests of the company to enter into the arrangement (taking account of that

maximum amount); and less than half of the directors must be receiving

remuneration from the company (or benefit from remuneration of that

nature).

The directors may be paid all travelling and other expenses reasonably

incurred by them in connection with their attendance at meetings of the

directors, general meetings, or meetings of committees, or otherwise in

connection with the carrying-out of their duties.

Procedure at directors’ meetings

Any director may call a meeting of the directors or request the secretary to

call a meeting of the directors.

Questions arising at a meeting of the directors shall be decided by a majority

of votes; if an equality of votes arises, the chairperson of the meeting shall

have a casting vote.

No business shall be dealt with at a meeting of the directors unless a quorum

is present; the quorum for meetings of the directors shall be 3.

If at any time the number of directors in office falls below the number fixed

as the quorum, the remaining director(s) may act only for the purpose of

filling vacancies or of calling a general meeting.

Unless he/she is unwilling to do so, the chair of the company shall preside as

chairperson at every directors’ meeting at which he/she is present; if the chair

is unwilling to act as chairperson or is not present within 15 minutes after the

time when the meeting was due to commence, the directors present shall elect

from among themselves the person who will act as chairperson of the

meeting.

The directors may, at their discretion, allow any person who they reasonably

consider appropriate, to attend and speak at any meeting of the directors; for

the avoidance of doubt, any such person who is invited to attend a directors’

meeting shall not be entitled to vote.

A director shall not vote at a directors’ meeting (or at a meeting of a

committee) on any resolution concerning a matter in which he/she has a

personal interest which conflicts (or may conflict) with the interests of the

company; he/she must withdraw from the meeting while an item of that

nature is being dealt with.

- 22 -

For the purposes of article 0, a person shall be deemed to have a personal

interest in a particular matter if any partner or other close relative of his/hers

or any firm of which he/she is a partner or any limited company of which

he/she is a substantial shareholder or director, has a personal interest in that

matter.

A director shall not be counted in the quorum present at a meeting in relation

to a resolution on which he/she is not entitled to vote.

The company may, by ordinary resolution, suspend or relax to any extent –

either generally or in relation to any particular matter – the provisions of

articles 0 to 0.

Conduct of directors

Each of the directors shall comply with the code of conduct (incorporating detailed

rules on conflict of interest) prescribed by the board of directors from time to

time; for the avoidance of doubt, the code of conduct shall be supplemental to

the provisions relating to the conduct of directors contained in these articles

of association, and the relevant provisions of these articles shall be

interpreted and applied in accordance with the provisions of the code of

conduct in force from time to time.

Delegation to sub-committees

The directors may delegate any of their powers to any sub-committee

consisting of one or more directors and such other persons (if any) as the

directors may determine; they may also delegate to the chair of the company

(or the holder of any other post) such of their powers as they may consider

appropriate.

Any delegation of powers under article 0 may be made subject to such

conditions as the directors may impose and may be revoked or altered.

The rules of procedure for any sub-committee shall be as prescribed by the

directors.

Operation of bank accounts

The signatures of two out of the signatories appointed by the directors shall

be required in relation to all operations (other than lodgement of funds) on

the bank and building society accounts held by the company; at least one out

of the two signatures must be the signature of a director.

Secretary

The directors may (notwithstanding the provisions of the Act) appoint a

company secretary, and on the basis that the term of office, remuneration (if

any), and other terms and conditions attaching to the appointment of the

company secretary shall be as determined by the directors; the company

secretary may be removed by the directors at any time.

- 23 -

Minutes

The directors shall ensure that minutes are made of all proceedings at general

meetings, directors’ meetings and meetings of committees; a minute of any

meeting shall include the names of those present, and (as far as possible)

shall be signed by the chairperson of the meeting.

Accounting records and annual accounts

The directors shall ensure that proper accounting records are maintained in

accordance with all applicable statutory requirements.

The directors shall prepare annual accounts, complying with all relevant

statutory requirements; if an audit is required under any statutory provisions

or if they otherwise think fit, they shall ensure that an audit of such accounts

is carried out by a qualified auditor.

No member shall (unless he/she is a director) have any right of inspecting any

accounting or other records, or any document of the company, except as

conferred by statute or as authorised by the directors or as authorised by

ordinary resolution of the company.

Notices

Any notice which requires to be given to a member under these articles shall

be given either in writing or by electronic means; such a notice may be given

personally to the member or be sent by post in a pre-paid envelope addressed

to the member at the address last intimated by him/her to the company or (in

the case of a member who has notified the company of an address to be used

for the purpose of electronic communications) may be given to the member

by electronic means.

Any notice, if sent by post, shall be deemed to have been given at the expiry

of 24 hours after posting; for the purpose of proving that any notice was

given, it shall be sufficient to prove that the envelope containing the notice

was properly addressed and posted.

Any notice sent by electronic means shall be deemed to have been given at

the expiry of 24 hours after it is sent; for the purpose of proving that any

notice sent by electronic means was indeed sent, it shall be sufficient to

provide any of the evidence referred to in the relevant guidance issued from

time to time by the Chartered Institute of Secretaries and Administrators.

Winding-up

If on the winding-up of the company any property remains after satisfaction

of all the company’s debts and liabilities, such property shall be transferred to

such body or bodies (whether incorporated or unincorporated) as may be

determined by the members of the company at or before the time of

dissolution (or, failing such determination, by such court as may have or

acquire jurisdiction)

- 24 -

For the avoidance of doubt, a body to which property is transferred under

article 0 may be a member of the company.

Indemnity

Every director or other officer or auditor of the company shall be indemnified

out of the assets of the company (to the extent permitted by sections 232,

234, 235, 532 and 533 of the Act) against any loss or liability which he/she

may sustain or incur in connection with the execution of the duties of his/her

office; that may include, without prejudice to that generality (but only to the

extent permitted by those sections of the Act), any liability incurred by

him/her in defending any proceedings (whether civil or criminal) in which

judgement is given in his/her favour or in which he/she is acquitted or any

liability in connection with an application in which relief is granted to

him/her by the court from liability for negligence, default or breach of trust in

relation to the affairs of the company.

For the avoidance of doubt, the company shall be entitled to purchase and

maintain for any director insurance against any loss or liability which he/she

may sustain or incur in connection with the execution of the duties of his/her

office; and such insurance may extend to liabilities of the nature referred to in

section 232(2) of the Act (negligence etc. of a director).

25

Appendix 3

Results of local consultation

Active Sports/Trails

smaller nature trails for small kids

Geocache

stories related to walks

campsite

BBQ/camping/table area

Trim trail

Outdoor music activity/fairy?

story walks

Table areas /steps?

shelter of some form

taking trail photos & edit on communal laptop

Bothy/camping

bothy/toilets

lapidary, pebble tumblers

gold-panning

mountain biking trails

abseiling

canoeing/kayaking

signposting

correct the map

litter bin

Slopes made safe/hand rail/slides on slopes?

adult adventure tours

bothy in the area

community adventure centre hub

walking tours teaching adults/children about plants, trees & animals all year round

more advertising

mountain biking trails

running/walking club

sailing

treehouses

family adventure days

walk/sculpture

dens

Halloween walks, events trails, treasure trail

Christmas lights/Christmas market

26

illuminated trail

bike ramps

improve Fairy Knowe, steps, hand rail

pony-trekking holidays

geocache points

orienteering

cream o'Galloway style skill park, bike (natural trail)

employment/experience opportunities & bike maintenance apprenticeships

bike trails, skate parks, BMX, lots of people

tennis courts

squash courts

bush craft area

dens

assault course

local children to write story (for trail)

tree house

castle/pirate ship/sand pit with diggers

Mountain bike trails

guided walks - nature/map reading

Stories based around trails to tell small children as they walk around (combine with treasure)

better trail guides - one for each trail, directions, information in addition to map

Barr walking festival (on back of Newton Stewart)

more advertising

skate park/bike trails , hand rails, lighting, shelter

horse riding, horse friendly gates, mounting blocks, fun

Connecting trails are a brilliant idea. I would definitely make use of the longer distance across country trails Barr - GlenTrool

Mountain bikes for? Edinburgh with Girvan connections

Tourism

Horse friendly gates, dog ramps

Advertising - how do people know what's here?

Walking festival - advertise in local press

Forest drive around trails…' South Carrick Drive'?

advertise your bikes for use on the Trails

wheelchair routes for some trails

water sports

Arts/Culture

sun dial logistics

sun dial logistics

Mosaic

Mosaic

Logistics/Mosaic?

27

Logistics/Mosaic?

Mosaic

Mosaic

Mosaic

Mosaic

Logistics/Mosaic?

Mosaic

sun dial logistics

Mosaic

Mosaic

Mosaic

Mosaic

Mosaic

sun dial logistics

Mosaic

Visual arts

Visual arts / Crafts

Visual arts

Photoshop/image manipulation / Crafts

Literature (winter book club)

Literature (winter book club)

Literature (winter book club)

Literature (winter book club)

Suggestion general comments

Dinmurchie - Allotments/sheds/plant& seed sales. Log splitting & sales. Mobile band-saw for planking. Vintage tractor renovation - encourage young people to help. Bike hires Ed Connon? Art studios & Workshops. Educational and information centre - wildlife/forestry & farming. Craft Village

excellent ideas x 2

Dog bins in the Clachan - Problem of some dog-owners taking dogs through play park into playing field to use as toilet

The Play park is a great idea, hopefully we will get everything that was shown today. I have 3 children under age of 6 and there is no suitable equipment for their age, especially swings or seating

Good afternoon. Playground best layout. Lights - good information. Use of Hall for teenagers or adults usage, perhaps computers etc.

Photography for 13 - 17 year olds in Village. Use of PC/laptop for them in Hall to download any photos taken on their iPhone/cameras. I'd be prepared to help out with a group interested in this

Trails Events for under 5's e.g. Xmas Trail, Fairy Trail, Halloween Trail

Very Good. Great start to launch a think tank

We had the feeling of a great community spirit with a lot of projects in gestation. Keep it up (visitors to village)

Bike ramps, a place to sit in out of the rain

28

Skate park, Mountain bike Trails, Shelter in rainy days, airsoft arena

Great. All the best. Good Luck & I know it will happen

Very good exhibition - all very interesting and exciting prospects for the village. Really hope things actually happen

Enjoyed event. Wished there could have been a play park when I was younger. Good exciting plans for future

I love the effort everyone has made to put forward their ideas. Great environment to meet Barr residents and discuss ideas

A community owned wind turbine Great presentation, gives hope for the future of Barr

Energy

Having the two separate display boards was very useful in more ways than one.

It helped give people a clear understanding of what we are trying to achieve, ie these are the light fittings you have in your home and these are the lamps that can replace them. No fuss and no rewiring just a simple bulb swap in most, if not all cases.

The savings to be gained when comparing the standard lamps with the new LED was there in front of them in terms they could readily understand. How much money their day to day lighting costs are, and what that cost could be.

The use of the energy monitor was vital, it would have been very difficult to get the message across using kWHrs as a unit of measurement, but because they could see a monetary value it made it easier to introduce them to the fact that kWHrs was just a measurement of power and is simply how much they use in any one hour.

The feedback from most people about the monitor was positive and I think they liked the idea of being able to seeing how much they are spending, the majority agreed that the fact they could see the cost would empower them to reduce their electricity usage.

The feedback regarding the LED’s was much more definite. “When can we expect to get them”. The discussions about the different types of light (cold white and warm white) was really interesting with most people thinking that the cold white had a fresher more positive feel. The warm white was not disliked but the cold white was the most popular.

It happened in Barr

Memory Date of event

The night that Dame Edna Everidge ate in the Jolly (Barry Humphrey’s) 1980s

Changue’s Footmarks

Will you please discontinue the name the Devil’s Footmarks where this name came from, I don’t

know but it suddenly appeared on notices several years ago. In fact the story of Changue’s battle

with the Devil makes it clear that Changue stood on the site not the Devil.

Children swimming in the river during the summer. Summer 2013

My friend an I been educated in Barr Primary then Girvan High School and then in Craigie College

eventually returning in 1968 to teach in Barr Primary both leaving in 1070 to be married.

1953-1970

Bowls used to be held at North Balloch Farm. The players used to be picked up by Mt Mullen to

take them to play (4 men) and brought back after.

Clash Gallock School (Sue Sweets house) children had to walk there and back.

1950s

My father when I was young sold carpets. He had a carpet and upholstery business and brought

me to Barr one day when I was 6 or 7 (1976) he was measuring a job for someone in the village

all I can remember thinking was what a lovely wee village with a river running through it. Over 20

years later I find myself living here.

1976 approx

I had two pints of larger a packet of crisps and a game of pool in the Kings Arms – it was

fabulous!

1 month ago

September 2013

29

Jolly Shepherd sitting with a drink

My husband maintains Barr Bowling Green and it is immaculate. The flower beds are fantastic October 2013

German and Italian POWs worked on local farms during the 2nd Wold War. POW camp was at

Old Daily. Heinz and Freddie worked at Pinclanty and Balligmorrie. Both helped build the hayshed

at Balligmorrie ’POW’ is painted on the inside sheets.

1944-46

Real ducks joining in the duck race on gala day! Don’t know

When the lorry crashed into the side of the bridge

1986 knocked down Joe Riley’s house to build my own. Last remaining old dwelling in the Avenue 1986

Great looking back at the old photos beautiful place

Bogie races in the playing field/Clachan. Lots of fun and the kids enjoyed seeing Dads and Mums

racing too.

Day after Gala

Day two years

ago (2011)

1995 sitting down the pot in the summer, sunbathing 1995

I first came to Barr in 2012 when I started working in the community shop. Barr is a beautiful

village surrounded by stunning countryside and full of friendly people. It’s a great place to work.

2013

I remember when a local man fell in the burn whilst fishing. The burn and the river were in spate

and I was on the school bus coming back from the Academy and Ian Cambell was running down

the bank of the burn shouting for help. The bus driver stopped and helped Ian pull Graham out of

the burn, just before he reached the river, which was lucky, as he would have been washed to sea

if he had ended up in the Stinchar!! He only had a few scratches when he was pulled out!!

Between 1978-81

When we moved to Barr our arctic got stuck just into our track. Best thing that could happen as

we met Jonny Wright (not sober!) loads of villagers and were made very welcome and still are!

29/9/12

On my way to Barr for the first time – the cat did the toilet on the ‘Young Yin’ October 96

First quilting group started in May 2011 and as grown from strength to strength the first night

there were 6 of us now we have 20 in the group and meet twice a week and one Saturday a

month.

September 2013

Joining in Barr Gala day each year June every year

Swimming in the Pot with the kids on a lovely sunny day July 2013

Most prominent memory of Barr is during my driving lessons where I would practise the driving

manoeuvres

2007 Summer

Swimming in the Pot (At an advanced age – it’s not just for kids!) August 2013

It Happened in Beith

Can remember my mum using milk rations on local farms in early 1950s Also using old penny to

go to the Saturday matinee at the cinema in Beith

1955-60

30

Appendix 4

SWOT Analysis December 2013

Strengths Weaknesses

Support from local population

Support from Barr Community Council

and South Ayrshire Council

Broad members with high skills and

knowledge

Constitution with agreed aims

Able to apply for grants to deliver

projects

Conservation village with rich history.

Village on edge of nationally recognised

Biosphere and the Galloway Forest

area of outstanding natural beauty and

dark sky park.

Wealth of skills and knowledge within

the village population

An ability to work with other groups

and organisations

Poor infrastructure

No public bus service

Geographic location

Low population

No regular funds

Lack of affordable housing

No mains gas

Opportunities Threats

To inspire and lead the community

To promote awareness of Barr with a

coherent and unified voice

To manage and co-ordinate projects

To raise funds for shared projects

To work with other organisations:

Forestry Commission, local authorities,

ACE

To work with other local groups within the Carrick area to share good practice

across

• Policy

• Operational skills

• Specialist knowledge

• Joint marketing and advocacy

To increase employment skills through

modern apprenticeships

To increase tourism

To carry out intergenerational work to

benefit community cohesion

Increase arts & culture offer

Lack of funding

Lack of participation and support from

village

Lack of time from board members to

dedicate to projects

Financial instability of BPDC due to lack

of consistent and continuing funding,

relying heavily on grant funding

An aging population who currently support village activity

Youth leaving the village

Rural location with no through traffic

31

Appendix 5

PESTEL Analysis December 2013

Issues Impact on BPDC

Political

Scottish Government Independence Referendum September 2014

Scottish Government Budget post-election

South Ayrshire Council

Uncertainty regarding priority of government policy

Uncertainty of future funding

Priorities within their South Ayrshire Local Plan 2012

Economic

Current economic climate

Reduction in disposable income

Sustainable funding for village projects from wind farm source

Increased running costs

Visitor numbers reduced to village due to people cutting down on leisure and cultural activities

Time limited funds from Hadyard Hill Community Benefit Fund

Social & Cultural

Greater interest in natural environment, outdoor leisure pursuits, walking, cycling etc

Greater interest in astronomy, dark skies

Conservation village

Rich history of village

Fluctuating population of village

Could lead to increase in visitors

Could lead to increase in visitors

Raises the upkeep and appearance

Could lead to increase in local history with residence and visitors

Changing skills and knowledge held by community. Opportunity to recruit volunteers, collect oral histories, village participation of projects

Technological

Social Media

No mobile phone reception

Fluctuating Broadband speeds

Electricity supply

Keeping up to date

Homeworking impeded

Not due for upgrades until 2017

Telegraph poles getting to the end of their life some date back as far as 1956

Legislation

Limited Company not for profit

OSCR

Cost implication dedicated volunteers Should changes happen – possible increase work load for board & volunteers

Be aware of any changes in the charity law and implement accordingly

Environmental

Green Tourism Awards

Alternative technologies

Raises profile

Potential lower running costs, but may require large initial investment

32

Scotland leader in alternative technology

Landfill tax credit

Energy and conservation interpretation

Aim to become an exemplar low carbon community. Could benefit from funding streams for transferring to alternative eco energy technologies.

Potential to claim grants if partner site fits criteria

Possible links with other organisations to create new partnerships and possible sponsorship opportunities , conservation & wildlife interpretation on sites, and renewable energy

33

Appendix 6