|GENERAL||type of organisation, Scottish principal office, name, purposes, powers, liability, general structure||clauses 1-10|
|MEMBERS||qualifications for membership, application, subscription, register of members, withdrawal, transfer, re-registration, expulsion||clauses 11-27|
|DECISION-MAKING BY THE MEMBERS||members’ meetings, power to request members’ meeting, notice, procedure at members’ meetings, voting at members’ meetings, written resolutions, minutes||clauses 28-54|
|BOARD (CHARITY TRUSTEES)||number, eligibility, election/ retiral/re-election, termination of office, register of charity trustees, office bearers, powers, general duties, code of conduct||clauses 55-82|
|DECISION-MAKING BY THE CHARITY TRUSTEES||notice, procedure at committee meetings, minutes||clauses 83-97|
|ADMINISTRATION||sub-committees, operation of accounts, accounting records and annual accounts||clauses 99-107|
|MISCELLANEOUS||winding up, alterations to the constitution, interpretation||clauses 108-113|
- The organisation will, upon registration, be a Scottish Charitable Incorporated Organisation (SCIO).
Scottish principal office
- The principal office of the organisation will be in Scotland (and must remain in Scotland). c/o Engender, 1a Haddington Place, Edinburgh EH7 4AE
- The name of the organisation is W1 – First for Minority Ethnic Women in Scotland hereby referred to as W1
- The organisation’s purposes are:
The promotion of equality and diversity for Minority Ethnic Women in Scotland
W1 purpose is to ensure that minority ethnic women in Scotland are confident, empowered to achieve their full capacity and become recognised leaders in society; education, employment, politics, communities and other fields
4.1 To develop a National network where minority ethnic women can meet to discuss and debate leadership issues promote their profile and image
4.2 To facilitate ongoing discussions amongst minority ethnic women between themselves and with other stakeholders
4.3 To facilitate mentoring / peer support relationships for minority ethnic women
4.4 To advocate on issues and challenge stereotypes that affect minority ethnic women
4.5 To increase representation/participation of minority ethnic women in public and political life
4.6 To celebrate, recognise and record the successes/achievements and history of minority ethnic women
- The organisation has power to do anything which is calculated to further its purposes or is conducive or incidental to doing so.
- No part of the income or property of the organisation may be paid or transferred (directly or indirectly) to the members – either in the course of the organisation’s existence or on dissolution – except where this is done in direct furtherance of the organisation’s charitable purposes.
Liability of members
- The members of the organisation have no liability to pay any sums to help to meet the debts (or other liabilities) of the organisation if it is wound up; accordingly, if the organisation is unable to meet its debts, the members will not be held responsible.
- The members and charity trustees have certain legal duties under the Charities and Trustee Investment (Scotland) Act 2005; and clause 7 does not exclude (or limit) any personal liabilities they might incur if they are in breach of those duties or in breach of other legal obligations or duties that apply to them personally.
- The structure of the organisation consists of:-
- the MEMBERS – who have the right to attend members’ meetings (including any annual general meeting) and have important powers under the constitution; in particular, the members appoint people to serve on the committee and take decisions on changes to the constitution itself;
- the COMMITTEE – who hold regular meetings, and generally control the activities of the organisation; for example, the committee is responsible for monitoring and controlling the financial position of the organisation.
- The people serving on the committee are referred to in this constitution as CHARITY TRUSTEES.
- Full Membership is open to any woman aged 18 or over who is from minority ethnic background living in Scotland. Only Full members will have voting rights.
- Affiliate membership is open to minority ethnic women’s organisations or groups that shares the values, principles and interests of the network
- Associate membership is open to any other organisation that has an interest in furtherance of the network’s objectives
- Employees of the organisation are not eligible for membership.
Application for membership
- Any person who wishes to become a member must sign a written application for membership; the application will then be considered by the board at its next board meeting.
- The committee may, at its discretion, refuse to admit any person to membership.
- The committee must notify each applicant promptly (in writing or by e-mail) of its decision on whether or not to admit her to membership.
- A membership subscription fee will be payable annually, which will be non refundable. A subscription fee will be determined by the committee from time to time.
Register of members
- The committee must keep a register of members, setting out
- for each current member:
- her full name and address; and
- the date on which she was registered as a member of the organisation;
- for each former member – for at least six years from the date on she ceased to be a member:
- her name; and
- the date on which she ceased to be a member.
- The committee must ensure that the register of members is updated within 28 days of any change:
- which arises from a resolution of the board or a resolution passed by the members of the organisation; or
- which is notified to the organisation.
- If a member or charity trustee of the organisation requests a copy of the register of members, the committee must ensure that a copy is supplied to her within 28 days, providing the request is reasonable; if the request is made by a member (rather than a charity trustee), the committee may provide a copy which has the addresses blanked out.
- for each current member:
Withdrawal from membership
- Any person who wants to withdraw from membership must give a written notice of withdrawal to the organisation, signed by her; she will cease to be a member as from the time when the notice is received by the organisation.
Transfer of membership
- Membership of the organisation may not be transferred by a member.
Re-registration of members
- The committee may, at any time, issue notices to the members requiring them to confirm that they wish to remain as members of the organisation, and allowing them a period of 28 days (running from the date of issue of the notice) to provide that confirmation to the board.
- If a member fails to provide confirmation to the board (in writing or by e-mail) that she wishes to remain as a member of the organisation before the expiry of the 28-day period referred to in clause 24, the committee may expel her from membership.
- A notice under clause 24 will not be valid unless it refers specifically to the consequences (under clause 25) of failing to provide confirmation within the 28-day period.
Expulsion from membership
- Any person may be expelled from membership by way of a resolution passed by not less than two thirds of those present and voting by committee members at a meeting, 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 will be entitled to be heard on the resolution at the committee meeting at which the resolution is proposed.
- The committee must arrange a meeting of members (an annual general meeting or “AGM”) in each calendar year.
- The gap between one AGM and the next must not be longer than 15 months.
- Notwithstanding clause 28, an AGM does not need to be held during the calendar year in which the organisation is formed; but the first AGM must still be held within 15 months of the date on which the organisation is formed.
- The business of each AGM must include:-
- a report by the chair on the activities of the organisation;
- consideration of the annual accounts of the organisation;
- the election/re-election of charity trustees, as referred to in clauses 60 to 63.
The committee may arrange a special members’ meeting at any time. The meeting will be called by the majority given 14 days notice.
Power to request the committee to arrange a special members’ meeting
- The committee must arrange a special members’ meeting if they are requested to do so by a notice (which may take the form of two or more documents in the same terms, each signed by one or more members) by Full members who amount to 5% or more of the total Full membership of the organisation at the time, providing:
- the notice states the purposes for which the meeting is to be held; and
- those purposes are not inconsistent with the terms of this constitution, the Charities and Trustee (Investment) Scotland Act 2005 or any other statutory provision.
- If the board receive a notice under clause 33, the date for the meeting which they arrange in accordance with the notice must not be later than 28 days from the date on which they received the notice.
Notice of members’ meetings
- At least 14 clear days’ notice must be given of any AGM or any special members’ meeting.
- The notice calling a members’ meeting must specify in general terms what business is to be dealt with at the meeting; and
- in the case of a resolution to alter the constitution, must set out the exact terms of the proposed alteration(s); or
- in the case of any other resolution falling within clause 45 (requirement for two-thirds majority) must set out the exact terms of the resolution.
- The reference to “clear days” in clause 35 shall be taken to mean that, in calculating the period of notice,
- the day after the notices are posted (or sent by e-mail) should be excluded; and
- the day of the meeting itself should also be excluded.
- Notice of every members’ meeting must be given to all the members of the organisation, and to all the charity trustees; but the accidental omission to give notice to one or more members will not invalidate the proceedings at the meeting.
- Any notice which requires to be given to a member under this constitution must be: –
- sent by post to the member, at the address last notified by her to the organisation; or
- sent by e-mail to the member, at the e-mail address last notified by her to the organisation.
Procedure at members’ meetings
- No valid decisions can be taken at any members’ meeting unless a quorum is present.
- The quorum for a members’ meeting is 1/6 of Full members, present in person. Proxies votes will be accepted
- If a quorum is not present within 30 minutes after the time at which a members’ meeting was due to start – or if a quorum ceases to be present during a members’ meeting – the meeting cannot proceed; and fresh notices of meeting will require to be sent out, to deal with the business (or remaining business) which was intended to be conducted.
- The chair of the organisation should act as chairperson of each members’ meeting.
- If the chair of the organisation is not present within 15 minutes after the time at which the meeting was due to start (or is not willing to act as chairperson), the charity trustees present at the meeting must elect (from among themselves) the person who will act as chairperson of that meeting.
Voting at members’ meetings
- Every member has one vote, which must be given personally.
- All decisions at members’ meetings will be made by majority vote – with the exception of the types of resolution listed in clause 47.
- The following resolutions will be valid only if passed by not less than two thirds of those voting on the resolution at a members’ meeting (or if passed by way of a written resolution under clause 51):
- a resolution amending the constitution;
- a resolution expelling a person from membership under article 27;
- a resolution directing the committee to take any particular step (or directing the board not to take any particular step);
- a resolution approving the amalgamation of the organisation with another SCIO (or approving the constitution of the new SCIO to be constituted as the successor pursuant to that amalgamation);
- a resolution to the effect that all of the organisation’s property, rights and liabilities should be transferred to another SCIO (or agreeing to the transfer from another SCIO of all of its property, rights and liabilities);
- a resolution for the winding up or dissolution of the organisation.
- If there is an equal number of votes for and against any resolution, the chairperson of the meeting will be entitled to a second (casting) vote.
- A resolution put to the vote at a members’ meeting will be decided on a show of hands – unless the chairperson (or at least two other members present at the meeting) ask for a secret ballot.
- The chairperson will decide how any secret ballot is to be conducted, and she will declare the result of the ballot at the meeting.
Written resolutions by members
- A resolution agreed to in writing (or by e-mail) by all the members will be as valid as if it had been passed at a members’ meeting; the date of the resolution will be taken to be the date on which the last member agreed to it.
- The committe must ensure that proper minutes are kept in relation to all members’ meetings.
- Minutes of members’ meetings must include the names of those present; and (so far as possible) should be signed by the chairperson of the meeting.
- [The committee shall make available copies of the minutes referred to in clause 52 to any member of the public requesting them; but on the basis that the committee may exclude confidential material to the extent permitted under clause 97.]
- The maximum number of charity trustees is 12
- The minimum number of charity trustees 5
- A person will not be eligible for election or appointment to the committee unless she is a member of the organisation.
- A person will not be eligible for election or appointment to the committee if she is: –
- disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005; or
- an employee of the organisation.
Initial charity trustees
- The individuals who signed the charity trustee declaration forms which accompanied the application for incorporation of the organisation shall be deemed to have been appointed by the members as charity trustees with effect from the date of incorporation of the organisation.
Election, retiral, re-election
- At each AGM, the members may elect any full member (unless she is debarred from membership under clause 57) to be a charity trustee.
- The committee may at any time appoint any member (unless she is debarred from membership under clause 57) to be a charity trustee.
- At each AGM, all of the charity trustees must retire from office – but may then be re-elected under clause 60.
- A charity trustee retiring at an AGM will be deemed to have been re-elected unless: –
- she advises the board prior to the conclusion of the AGM that she does not wish to be re-appointed as a charity trustee; or
- an election process was held at the AGM and he/she was not among those elected/re-elected through that process; or
- a resolution for the re-election of that charity trustee was put to the AGM and was not carried.
Termination of office
- A charity trustee will automatically cease to hold office if: –
- she becomes disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005;
- she becomes incapable for medical reasons of carrying out his/her duties as a charity trustee – but only if that has continued (or is expected to continue) for a period of more than six months;
- she ceases to be a member of the organisation;
- she becomes an employee of the organisation;
- she gives the organisation a notice of resignation, signed by him/her;
- she is absent (without good reason, in the opinion of the board) from more than three consecutive meetings of the committee – but only if the committee resolves to remove her from office;
- she is removed from office by resolution of the committee on the grounds that she is considered to have committed a material breach of the code of conduct for charity trustees (as referred to in clause 81);
- she is removed from office by resolution of the committee on the grounds that she is considered to have been in serious or persistent breach of her duties under section 66(1) or (2) of the Charities and Trustee Investment (Scotland) Act 2005; or
- she is removed from office by a resolution of the members passed at a members’ meeting.
- A resolution under paragraph g, h or i shall be valid only if: –
- the charity trustee who is the subject of the resolution is given reasonable prior written notice of the grounds upon which the resolution for her removal is to be proposed;
- the charity trustee concerned is given the opportunity to address the meeting at which the resolution is proposed, prior to the resolution being put to the vote; and
- (in the case of a resolution under paragraph g or h) at least two thirds (to the nearest round number) of the charity trustees then in office vote in favour of the resolution.
Register of charity trustees
- The committee must keep a register of charity trustees, setting out
- for each current charity trustee:
- her full name and address;
- the date on which she was appointed as a charity trustee; and
- for each current charity trustee:
- any office held by her in the organisation;
- for each former charity trustee – for at least 6 years from the date on which she ceased to be a charity trustee:
- the name of the charity trustee;
- any office held by her in the organisation; and
- the date on which she ceased to be a charity trustee.
- The committee must ensure that the register of charity trustees is updated within 28 days of any change:
- which arises from a resolution of the committee or a resolution passed by the members of the organisation; or
- which is notified to the organisation.
- If any person requests a copy of the register of charity trustees, the committee must ensure that a copy is supplied to her within 28 days, providing the request is reasonable; if the request is made by a person who is not a charity trustee of the organisation, the committee may provide a copy which has the addresses blanked out – if the SCIO is satisfied that including that information is likely to jeopardise the safety or security of any person or premises.
- The charity trustees must elect (from among themselves) a chair, a treasurer and a secretary.
- In addition to the office-bearers required under clause 69, the charity trustees may elect (from among themselves) further office-bearers if they consider that appropriate.
- All of the office-bearers will cease to hold office at the conclusion of each AGM, but may then be re-elected under clause 69 or 70.
- A person elected to any office will automatically cease to hold that office: –
- if she ceases to be a charity trustee; or
- if she gives to the organisation a notice of resignation from that office, signed by her.
Powers of board
- Except where this constitution states otherwise, the organisation (and its assets and operations) will be managed by the committee; and the committee may exercise all the powers of the organisation.
- A meeting of the committee at which a quorum is present may exercise all powers exercisable by the committee.
- The members may, by way of a resolution passed in compliance with clause 45 (requirement for two-thirds majority), direct the committee to take any particular step or direct the committee not to take any particular step; and the committee shall give effect to any such direction accordingly.
Charity trustees – general duties
- Each of the charity trustees has a duty, in exercising functions as a charity trustee, to act in the interests of the organisation; and, in particular, must:-
- seek, in good faith, to ensure that the organisation acts in a manner which is in accordance with its purposes;
- act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person;
- in circumstances giving rise to the possibility of a conflict of interest between the organisation and any other party:
- put the interests of the organisation before that of the other party;
- where any other duty prevents her from doing so, disclose the conflicting interest to the organisation and refrain from participating in any deliberation or decision of the other charity trustees with regard to the matter in question;
- ensure that the organisation complies with any direction, requirement, notice or duty imposed under or by virtue of the Charities and Trustee Investment (Scotland) Act 2005.
- In addition to the duties outlined in clause 76, all of the charity trustees must take such steps as are reasonably practicable for the purpose of ensuring: –
- that any breach of any of those duties by a charity trustee is corrected by the charity trustee concerned and not repeated; and
- that any trustee who has been in serious and persistent breach of those duties is removed as a trustee.
- Provided she has declared her interest – and has not voted on the question of whether or not the organisation should enter into the arrangement – a charity trustee will not be debarred from entering into an arrangement with the organisation in which she has a personal interest; and (subject to clause 79 and to the provisions relating to remuneration for services contained in the Charities and Trustee Investment (Scotland) Act 2005), she may retain any personal benefit which arises from that arrangement.
- No charity trustee may serve as an employee (full time or part time) of the organisation; and no charity trustee may be given any remuneration by the organisation for carrying out her duties as a charity trustee.
- The charity trustees may be paid all travelling and other expenses reasonably incurred by them in connection with carrying out their duties; this may include expenses relating to their attendance at meetings.
Code of conduct for charity trustees
- Each of the charity trustees shall comply with the code of conduct (incorporating detailed rules on conflict of interest) prescribed by the committee from time to time.
- The code of conduct referred to in clause 81 shall be supplemental to the provisions relating to the conduct of charity trustees contained in this constitution and the duties imposed on charity trustees under the Charities and Trustee Investment (Scotland) Act 2005; and all relevant provisions of this constitution shall be interpreted and applied in accordance with the provisions of the code of conduct in force from time to time
- Any charity trustee may call a meeting of the committee or ask the secretary to call a meeting of the committee.
- At least 7 days’ notice must be given of each committee meeting, unless (in the opinion of the person calling the meeting) there is a degree of urgency which makes that inappropriate.
Procedure at board meetings
- No valid decisions can be taken at a board meeting unless a quorum is present; the quorum for committee meetings is 3 charity trustees, present in person including at least one office bearer.
- If at any time the number of charity trustees in office falls below the number stated as the quorum in clause 85, the remaining charity trustee(s) will have power to fill the vacancies or call a members’ meeting – but will not be able to take any other valid decisions.
- The chair of the organisation should act as chairperson of each board meeting.
- If the chair is not present within 15 minutes after the time at which the meeting was due to start (or is not willing to act as chairperson), the charity trustees present at the meeting must elect (from among themselves) the person who will act as chairperson of that meeting.
- Every charity trustee has one vote, which must be given personally.
- All decisions at committee meetings will be made by majority vote.
- If there is an equal number of votes for and against any resolution, the chairperson of the meeting will be entitled to a second (casting) vote.
- The committee may, at its discretion, allow any person to attend and speak at a committee meeting notwithstanding that she is not a charity trustee – but on the basis that she must not participate in decision-making.
- A charity trustee must not vote at a committee meeting (or at a meeting of a sub-committee) on any resolution which relates to a matter in which she has a personal interest or duty which conflicts (or may conflict) with the interests of the organisation; she must withdraw from the meeting while an item of that nature is being dealt with.
- For the purposes of clause 93: –
- an interest held by an individual who is “connected” with the charity trustee under section 68(2) of the Charities and Trustee Investment (Scotland) Act 2005 (husband/wife, partner, child, parent, brother/sister etc) shall be deemed to be held by that charity trustee;
- a charity trustee will be deemed to have a personal interest in relation to a particular matter if a body in relation to which she is an employee, director, member of the management committee, officer or elected representative has an interest in that matter.
- The committee must ensure that proper minutes are kept in relation to all committee meetings and meetings of sub-committees.
- The minutes to be kept under clause 95 must include the names of those present; and (so far as possible) should be signed by the chairperson of the meeting.
- [The committee shall (subject to clause 97) make available copies of the minutes referred to in clause 95 to any member of the public requesting them.
- [The committee may exclude from any copy minutes made available to a member of the public under clause 97 any material which the committee considers ought properly to be kept confidential – on the grounds that allowing access to such material could cause significant prejudice to the interests of the organisation or on the basis that the material contains reference to employee or other matters which it would be inappropriate to divulge.]
- The committee may delegate any of their powers to sub-committees; a sub-committee must include at least one charity trustee, but other members of a sub-committee need not be charity trustees.
- The committee may also delegate to the chair of the organisation (or the holder of any other post) such of their powers as they may consider appropriate.
- When delegating powers under clause 99 or 100, the committee must set out appropriate conditions (which must include an obligation to report regularly to the board).
- Any delegation of powers under clause 99 or 100 may be revoked or altered by the committee at any time.
- The rules of procedure for each sub-committee, and the provisions relating to membership of each sub-committee, shall be set by the committee.
Operation of accounts
- Subject to clause 105, the signatures of two out of three signatories appointed by the committee will be required in relation to all operations (other than the lodging of funds) on the bank and building society accounts held by the organisation; at least one out of the two signatures must be the signature of a charity trustee.
- Where the organisation uses electronic facilities for the operation of any bank or building society account, the authorisations required for operations on that account must be consistent with the approach reflected in clause 104.
Accounting records and annual accounts
- The committee must ensure that proper accounting records are kept, in accordance with all applicable statutory requirements.
- The committee must prepare annual accounts, complying with all relevant statutory requirements; if an audit is required under any statutory provisions (or if the committee consider that an audit would be appropriate for some other reason), the committee should ensure that an audit of the accounts is carried out by a qualified auditor.
- If the organisation is to be wound up or dissolved, the winding-up or dissolution process will be carried out in accordance with the procedures set out under the Charities and Trustee Investment (Scotland) Act 2005.
- Any surplus assets available to the organisation immediately preceding its winding up or dissolution must be used for purposes which are the same as – or which closely resemble – the purposes of the organisation as set out in this constitution.
Alterations to the constitution
- This constitution may (subject to clause 111) be altered by resolution of the members passed at a members’ meeting (subject to achieving the two thirds majority referred to in clause 47) or by way of a written resolution of the members.
- The Charities and Trustee Investment (Scotland) Act 2005 prohibits taking certain steps (eg change of name, an alteration to the purposes, amalgamation, winding-up) without the consent of the Office of the Scottish Charity Regulator (OSCR).
- References in this constitution to the Charities and Trustee Investment (Scotland) Act 2005 should be taken to include: –
- any statutory provision which adds to, modifies or replaces that Act; and
- any statutory instrument issued in pursuance of that Act or in pursuance of any statutory provision falling under paragraph a
- In this constitution: –
- “charity” means a body which is either a “Scottish charity” within the meaning of section 13 of the Charities and Trustee Investment (Scotland) Act 2005 or a “charity” within the meaning of section 1 of the Charities Act 2006, providing (in either case) that its objects are limited to charitable purposes;
- “charitable purpose” means a charitable purpose under section 7 of the Charities and Trustee Investment (Scotland) Act 2005 which is also regarded as a charitable purpose in relation to the application of the Taxes Acts.