Club constitution

CONSTITUTION

NAIRN KAYAK CLUB SCIO

CONTENTS

GENERAL

type of organisation, Scottish principal office, name, purposes, powers, liability, general structure

clauses 1 - 12

MEMBERS

qualifications for membership, application, subscription, register of members, withdrawal, transfer, re-registration, expulsion, termination

clauses 13 - 30

DECISION-MAKING BY THE MEMBERS

members’ meetings, power to request members’ meeting, notice, procedure at members’ meetings, voting at members’ meetings, technical objections to remote participation, written resolutions, minutes

clauses 31 - 58

BOARD (CHARITY TRUSTEES)

number, eligibility, status of initial charity trustees, election/ retiral/re-election, termination of office, register of charity trustees, office bearers, powers, general duties, conflicts of interest, remuneration and expenses, code of conduct

Clauses 59 - 89

DECISION-MAKING BY THE CHARITY TRUSTEES

notice, procedure at board meetings, technical objections to remote participation, resolutions agreed in writing/by email, minutes

clauses 90 - 111

ADMINISTRATION

sub-committees, operation of accounts, accounting records and annual accounts

clauses 112 - 119

MISCELLANEOUS

winding up, alterations to the constitution, interpretation

clauses 120 - 125

GENERAL

Type of organisation

The organisation will, upon registration, be a Scottish Charitable Incorporated Organisation (SCIO).

It will be affiliated to, and bound by the rules of, the Scottish Canoe Association (also known as Paddle Scotland).

Scottish principal office

The principal office of the organisation will be in Scotland (and must remain in Scotland).

Name

The name of the organisation is “Nairn Kayak Club SCIO”, but it may also be known as the Nairn Kayak Club.

Purposes

The organisation’s charitable purposes are a) the advancement of public participation in sport and b) the provision of recreational facilities, or the organisation of recreational activities, with the object of improving the conditions of life for the persons for whom the facilities or activities are primarily intended; more specifically by:

(i)

the promotion of kayaking, other paddlesports and fitness, for both recreation and competition;

(ii)

the provision of equipment and facilities, and paddlesports leadership and coaching, to facilitate participation and skills development in paddlesports;

(iii)

the support of other charitable projects and clubs linked to watersports in the Nairn area.

Powers

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.

Clause 7 does not prevent the organisation making any payment which is permitted under clauses 83 to 87 (remuneration and expenses).

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 Scottish Charities Act; and clause 9 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.

General structure

The structure of the organisation consists of:

the MEMBERS - who have the right to participate in members' meetings (including any annual members’ meeting) and have important powers under the constitution; for example, the members elect people to serve on the board and take decisions on changes to the constitution itself;

ii)

the BOARD - who hold regular meetings, and generally control the activities of the organisation; for example, the board is responsible for monitoring and controlling the financial position of the organisation.

The people serving on the board are referred to in this constitution as CHARITY TRUSTEES.

MEMBERS

Qualifications for membership

Membership is open to any individual who supports the purposes of the club, acts in the interests of the club, accepts the terms of this constitution and other club policies and procedures, and seeks to ensure the organisation acts in a manner consistent with its charitable purposes.

Employees of the organisation are not eligible for membership.

Membership Categories

The membership shall consist of the following categories

Individual Member

ii)

Family Member

Individuals below the age of 16 are eligible for membership providing a responsible adult is also a member of the club. A responsible adult is defined as a person who is prepared to take responsibility for a child participating in club events.

The membership may vary the membership categories of clause 15 by way of a resolution to that effect passed at an AGM:

Application for membership

Any person who wishes to become a member must sign a written application for membership and lodge this with the organisation, along with a remittance to meet the annual membership subscription. The application will then be considered by the board at the next board meeting, unless delegated under clause 21.

The board may, at its discretion, refuse to admit any person to membership if it considers the criteria of clause 13 are unlikely to be fulfilled. There will be no discrimination on grounds of age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex; sexual orientation, political or other opinion.

Each applicant must be notified promptly (in writing or by email) of the decision on whether or not to admit them to membership.

If the decision is to refuse admission, applicant’s remittance shall be returned to them. The applicant may lodge an appeal against refusal with the secretary within 30 days of notification, which will be considered at the next board meeting. Any appeal’s outcome will be communicated to the applicant within 30 days of the board’s decision.

The board may delegate the process of considering and approving membership applications to one or more board members or members.

Membership subscription

Members shall pay an annual membership subscription;

The annual membership subscriptions shall be payable on or before 31 January in each year.

ii)

The members may vary the amount of the annual membership subscription and/or the date on which it falls due in each year, by way of a resolution to that effect passed at an AGM.

iii)

A person who ceases (for whatever reason) to be a member shall not be entitled to any refund of the membership subscription.

If the membership subscription payable by any member remains outstanding more than ten weeks after the date on which it fell due - and providing he/she has been given at least one written reminder - the board may, by resolution to that effect, expel him/her from membership.

The board must keep a register of members, setting out:

for each current member:

(i)

their full name and address; and

(ii)

the date on which they were registered as a member of the organisation;

ii)

for each former member - for at least six years from the date on which they ceased to be a member:

(i)

their name; and

(ii)

the date on which they ceased to be a member.

The board 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

ii)

which is notified to the organisation.

If a member or charity trustee of the organisation requests a copy of the register of members, the board must ensure that a copy is supplied to them within 28 days, providing the request is reasonable; if the request is made by a member (rather than a charity trustee), the board may provide a copy which has the addresses blanked out.

Withdrawal from membership

Any person who wants to withdraw from membership must submit a notice of withdrawal to the organisation (either in writing or by email); they 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.

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 at a members' 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;

ii)

the member concerned will be entitled to be heard on the resolution at the members' meeting at which the resolution is proposed.

Termination of membership

Membership of the organisation will terminate on death.

DECISION-MAKING BY THE MEMBERS

Members’ meetings

The board must arrange a meeting of members (an annual members’ meeting or "AGM") in each calendar year.

The gap between one AGM and the next must not be longer than 15 months.

Notwithstanding clause 31, 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:

consideration of the minutes of the previous year’s AGM;

ii)

a report by the chair on the activities of the organisation;

iii)

a report by the treasurer, followed by consideration of the annual accounts of the organisation, and agreement on those responsible for certifying the next years accounts;

iv)

agreement on membership subscriptions for the following year.

the election/re-election of charity trustees, as referred to in clauses 64 to 67.

The board may arrange a special members' meeting at any time.

Power to request the board to arrange a special members’ meeting

The board must arrange a special members’ meeting if they are requested to do so by a notice (in writing or by email) by members who amount to 5% or more of the total membership of the organisation at the time, providing:

the notice states the purposes for which the meeting is to be held; and

ii)

those purposes are not inconsistent with the terms of this constitution, the Scottish Charities Act or any other statutory provision.

A notice under clause 36 may take the form of:

two or more documents in the same terms, each signed by one or more members; and/or

ii)

a number of emails, each issued by a member;

and the board will be taken to have received the notice on the date on which they receive sufficient documents and/or emails to equal or exceed the 5% threshold referred to in clause 36.

If the board receive a notice under clause 36, 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 any resolution falling within clause 52 (requirement for two-thirds majority) must set out the exact terms of the resolution; and

ii)

in the case of a resolution to alter the constitution, must set out the exact terms of the proposed alteration(s).

The reference to “clear days” in clause 38 shall be taken to mean that, in calculating the period of notice:

the day after the notices are posted (or sent by email) should be excluded; and

ii)

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 or charity trustees 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 them to the organisation; or

ii)

sent by email to the member, at the email address last notified by them to the organisation.

If members and charity trustees are to be permitted to participate in a members’ meeting by way of audio and/or audio-visual link(s) (see clause 45), the notice (or notes accompanying the notice) must set out details of how to connect and participate via that link or links.

Procedure at members’ meetings

The board may if they consider appropriate (and must, if restrictions arising from public health legislation or guidance are likely to mean that attendance in person at a proposed members’ meeting would not be possible or advisable for all or a significant proportion of the membership) make arrangements for members’ meetings to be conducted by way of audio and/or audio-visual link(s) that allow members and charity trustees to hear and contribute to discussions at the meeting.

The quorum for a members' meeting is ten members, present in person or participating through the provisions of clause 45, and only fully paid up and registered members may participate in members’ meetings.

If a quorum is not present within 15 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 52.

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:

a resolution amending the constitution;

ii)

a resolution expelling a person from membership under clause 29;

iii)

a resolution removing a person from office as a charity trustee under paragraph (i) of clause 68;

iv)

a resolution directing the board to take any particular step (or directing the board not to take any particular step) under clause 79;

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);

vi)

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);

vii)

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 they will declare the result of the ballot at the meeting.

Minutes of members’ meetings

The board 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 board shall make available copies of the minutes and records of resolutions referred to in clause 55 to any member of the public requesting them; but on the basis that the board may exclude confidential material to the extent permitted under clause 110.

BOARD

Number of charity trustees

The maximum number of charity trustees elected/appointed under clauses 64 to 67 (or deemed to have been appointed by the members under clause 63); is eight.

The minimum number of charity trustees is four.

Eligibility

A person shall not be eligible for election/appointment to the board unless they are a member of the organisation.

A person will not be eligible for election or appointment to the board if they are:

disqualified from being a charity trustee under the Scottish Charities Act; or

ii)

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 member (subject to clause 59, and providing they are not debarred under clause 62) to be a charity trustee.

The board may at any time appoint any member (subject to clause 59, and providing they are not debarred under clause 63) to be a charity trustee.

At each AGM, all of the charity trustees elected/appointed under clauses 64 and 65 (and, in the case of the first AGM, those deemed to have been appointed by the members under clause 63) shall retire from office – but shall then be eligible for re-election under clause 64.

A charity trustee retiring at an AGM will be deemed to have been re-elected unless:

an election process was held at the AGM and they were not among those elected/re-elected through that process; or.

ii)

they advise the board prior to the conclusion of the AGM that they do not wish to be re-appointed as a charity trustee.

Termination of office

A charity trustee will automatically cease to hold office if:

they become disqualified from being a charity trustee under the Scottish Charities Act;

ii)

they become incapable for medical reasons of carrying out their duties as a charity trustee - but only if that has continued (or is expected to continue) for a period of more than six months;

iii)

they cease to be a member of the organisation;

iv)

they become an employee of the organisation;

they give the organisation a notice of resignation (either in writing or by email);

vi)

they are absent (without good reason, in the opinion of the board) from more than three consecutive board meetings - but only if the board resolve to remove them from office;

vii)

they are removed from office by resolution of the board on the grounds that they are considered to have committed a serious breach of the code of conduct for charity trustees (as referred to in clause 88);

viii)

they are removed from office by resolution of the board on the grounds that they are considered to have been in serious or persistent breach of their duties under section 66(1) or (2) of the Scottish Charities Act; or

ix)

they are removed from office by a resolution of the members passed at a members’ meeting.

A resolution under paragraph vii), viii) or ix) of clause 68 shall be valid only if:

the charity trustee concerned is given reasonable prior notice (in writing or by email) of the grounds upon which the resolution for their removal is to be proposed;

ii)

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;

iii)

in the case of a resolution under paragraph vii) or viii) at least two thirds (to the nearest round number) of the charity trustees then in office vote in favour of the resolution; and

iv)

in the case of a resolution under paragraph ix) at least two thirds (to the nearest round number) of the votes cast in relation to the resolution were in favour of the resolution.

The board must keep a register of charity trustees, setting out:

for each current charity trustee:

(i)

their full name and address;

(ii)

the date on which they were appointed as a charity trustee; and

(iii)

any office held by them in the organisation;

ii)

for each former charity trustee - for at least 6 years from the date on which they ceased to be a charity trustee:

(i)

the name of the charity trustee;

(ii)

any office held by them in the organisation; and

(iii)

the date on which they ceased to be a charity trustee.

The board must ensure that the register of charity trustees 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

ii)

which is notified to the organisation.

If any person requests a copy of the register of charity trustees, the board must ensure that a copy is supplied to them 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 board may provide

a copy which has the addresses blanked out - if the organisation is satisfied that including that information is likely to jeopardise the safety or security of any person or premises.

Office-bearers

The charity trustees must elect (from among themselves) a chair, a treasurer, a secretary and a safeguarding officer.

In addition to the office-bearers required under clause 73, 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 by the board (after the AGM) under clause 73 or 74.

A person elected to any office will automatically cease to hold that office:

if they cease to be a charity trustee; or

ii)

if they give to the organisation a notice of resignation from that office (either in writing or by email).

Powers of board

Except where this constitution states otherwise:

the organisation (and its assets and operations) will be managed by the board; and

ii)

the board may exercise all the powers of the organisation.

A meeting of the board at which a quorum is present may exercise all powers exercisable by the board.

The members may, by way of a resolution passed in compliance with clause 52 (requirement for two-thirds majority), direct the board to take any particular step or direct the board not to take any particular step; and the board 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;

ii)

act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person;

iii)

in circumstances giving rise to the possibility of a conflict of interest between the organisation and any other party:

(i)

put the interests of the organisation before that of the other party; or

(ii)

where any other duty prevents them 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;

iv)

ensure that the organisation complies with any direction, requirement, notice or duty imposed under or by virtue of the Scottish Charities Act.

In addition to the duties outlined in clause 80, 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

ii)

that any charity trustee who has been in serious or persistent breach of those duties is removed as a charity trustee.

Conflicts of interest involving charity trustees - general

The board must use every effort to ensure that conflicts of interest involving charity trustees (including those which relate to individuals or bodies connected with charity trustees) are identified at the earliest opportunity and appropriately managed.

the board must maintain a register of charity trustees’ interests;

ii)

the chairperson of each board meeting must invite declarations of interest, shortly after the start of the meeting;

iii)

the minutes of each board meeting must record any conflicts of interest which have been declared at the meeting, and must set out in detail how any such conflicts of interest have been managed.

Remuneration and expenses

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 their duties as a charity trustee.

Where a charity trustee provides services to the organisation or might benefit from any remuneration paid to a connected party for such services:

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

ii)

the board must be satisfied that it would be in the interests of the organisation to enter into the arrangement (taking account of that maximum amount); and

iii)

less than half of the charity trustees must be receiving remuneration from the organisation (or benefit from remuneration of that nature).

Provided they have declared their interest - and have 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 they have a personal interest where that is not prohibited under clause 83 or 84; and (subject to clause 84 and to the provisions relating to remuneration for services contained in the Scottish Charities Act), they may retain any personal benefit which arises from that arrangement.

The organisation may also enter into an arrangement with a member who is not a charity trustee (or with a person or body connected with a member who is not a charity trustee) under which that member (or the connected person or body) receives payment for goods or services provided by them to the organisation, but only if:

the terms and conditions (including the amount of the payment(s)) are at least as good (from the organisation’s point of view) as those which would be expected if the goods or services had been sourced on the open market; and

ii)

the board are satisfied, after careful consideration, that the arrangement is in the best interests of the organisation;

and the same principles will apply in relation to any arrangement under which a member (or a person or body connected with a member) lets premises to the organisation or makes a loan to the organisation.

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 board from time to time.

The code of conduct referred to in clause 87 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 Scottish Charities Act; 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

DECISION-MAKING BY THE CHARITY TRUSTEES

Notice of board meetings

Any charity trustee may call a meeting of the board or may ask the secretary to call a meeting of the board.

At least 7 days' notice must be given of each board meeting, unless (in the opinion of the person calling the meeting) there is a degree of urgency which makes that inappropriate.

If charity trustees are to be permitted to participate in a board meeting by way of audio and/or audio-visual link(s), the charity trustees must, in advance of the meeting, be provided with details of how to connect and participate via that link or links.

Procedure at board meetings

No valid decisions can be taken at a board meeting unless a quorum is present; the quorum for board meetings is four charity trustees, present in person.

An individual participating in a board meeting via an audio or audio-visual link which allows them to hear and contribute to discussions at the meeting will be deemed to be present in person (or, if they are not a charity trustee, will be deemed to be in attendance) at the meeting.

If at any time the number of charity trustees in office falls below the number stated as the quorum in clause 93, 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 (subject to clause 104).

All decisions at board meetings will be made by majority vote.

100

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.

101

The board may if they consider appropriate (and must, if this is required under clause 102), allow charity trustees to participate in board meetings by way of an audio and/or audio-visual link or links which allow them to hear and contribute to discussions at the meeting, providing, so far as reasonably possible, that those charity trustees who participate via an audio or audio-visual link are not disadvantaged with regard to their ability to contribute to discussions at the meeting, as compared with those charity trustees (if any) who are attending in person (and vice versa).

102

If restrictions arising from public health legislation or guidance are likely to mean that attendance in person at a proposed board meeting would not be possible or advisable for one or more of the charity trustees, the board must make arrangements for charity trustees to participate in that board meeting by way of audio and/or audio-visual link(s); and on the basis that:

the requirements set out in paragraph 101 will apply; and

ii)

the board must use all reasonable endeavours to ensure that all charity trustees have access to one or more means by which they may hear and contribute to discussions at the meeting.

103

A board meeting may involve two or more charity trustees participating via attendance in person while other charity trustees participate via audio and/or audio-visual links; or it may involve participation solely via audio and/or audio-visual links.

104

Where a charity trustee or charity trustees are participating in a board meeting via an audio or audio-visual link, they may cast their vote on any resolution orally, or by way of some form of visual indication, or by use of a voting button or similar, or by way of a message sent electronically.

105

The board may, at its discretion, allow any person to attend (whether in person or by way of an audio or audio-visual link) and speak at a board meeting notwithstanding that they are not a charity trustee - but on the basis that they must not participate in decision-making.

106

A charity trustee must not vote at a board meeting (or at a meeting of a sub-committee) on any resolution which relates to a matter in which they have a personal interest or duty which conflicts (or may conflict) with the interests of the organisation; they must withdraw from the meeting while an item of that nature is being dealt with.

107

For the purposes of clause 106:

an interest held by an individual who is “connected” with the charity trustee under section 68(2) of the Scottish Charities Act (husband/wife, partner, child, parent, brother/sister etc) shall be deemed to be held by that charity trustee;

ii)

a charity trustee will be deemed to have a personal interest in relation to a particular matter if a body in relation to which they are an employee, director, member of the management committee, officer or elected representative (or a body in relation to which they are a major shareholder or have some other significant financial interest) has an interest in that matter.

Minutes of board meetings

108

The board must ensure that proper minutes are kept in relation to all board meetings and meetings of sub-committees

109

The minutes to be kept under clause 108 must include the names of those present; and (so far as possible) should be signed by the chairperson of the meeting.

110

The board shall (subject to clause 111) make available copies of the minutes and records of resolutions referred to in clause 108 to any member of the public requesting them.

111

The board may exclude from any copy minutes, or records of resolutions, made available to a member of the public under clause 110 any material which the board 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.

ADMINISTRATION

Delegation to sub-committees

112

The board 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.

113

The board 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.

114

When delegating powers under clause 112 or 113, the board must set out appropriate conditions (which must include an obligation to report regularly to the board).

115

Any delegation of powers under clause 112 or 113 may be revoked or altered by the board at any time.

116

The rules of procedure for each sub-committee, and the provisions relating to membership of each sub-committee, shall be set by the board.

Operation of accounts

117

The board should ensure that the systems of financial control adopted by the organisation in relation to the operation of the organisation’s bank accounts (including online banking) reflect the recommendations made from time to time by the organisation's auditors (or independent examiners) or other external accountants.

Accounting records and annual accounts

118

The board must ensure that proper accounting records are kept, in accordance with all applicable statutory requirements.

119

The board must prepare annual accounts, complying with all relevant statutory requirements; and

if an audit is required under any statutory provisions (or if the board consider that an audit would be appropriate for some other reason), the board should ensure that an audit of the accounts is carried out by a qualified auditor;

ii)

if an audit is not carried out, the board must ensure that an independent examination of the accounts is carried out by a qualified independent examiner.

MISCELLANEOUS

Winding-up

120

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 Scottish Charities Act.

121

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; and the named recipient body (or bodies) in the resolution for the winding-up and dissolution of the organisation must also comply with any additional requirements which apply at the time under the regulations which govern the winding up and dissolution of SCIOs.

Alterations to the constitution

122

This constitution may (subject to clause 123) be altered by resolution of the members passed at a members’ meeting (subject to achieving the two thirds majority referred to in clause 52).

123

The Scottish Charities Act 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).

Interpretation

124

References in this constitution to the Scottish Charities Act should be taken to include:

any statutory provision which adds to, modifies or replaces that Act; and

ii)

any statutory instrument issued in pursuance of that Act or in pursuance of any statutory provision falling under paragraph i) above.

125

In this constitution:

“Scottish Charities Act” means (subject to clause 124) the Charities and Trustee Investment (Scotland) Act 2005;

ii)

“charitable purpose” means a charitable purpose under section 7 of the Scottish Charities Act which is also regarded as a charitable purpose in relation to the application of the Taxes Acts.

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