CONSTITUTION
of
Inverness Hospitals Broadcasting Service (SCIO)
K/A Inverness Hospital Radio
CONTENTS
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, termination
clauses 11 - 26
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 27 - 64
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 65 - 94
DECISION-MAKING BY THE CHARITY TRUSTEES
notice, procedure at board meetings, minutes
clauses 95 - 118
ADMINISTRATION
sub-committees, operation of accounts, accounting records and annual accounts
clauses 119 - 127
MISCELLANEOUS
winding up, alterations to the constitution, interpretation
clauses 128 - 123
GENERAL
Type of organisation 1 The organisation will, upon registration, be a Scottish Charitable Incorporated Organisation (SCIO).
Scottish principal office 2 The principal office of the organisation will be in Scotland (and must remain in Scotland).
Name 3 The name of the organisation is Inverness Hospitals Broadcasting Service (SCIO), known as Inverness Hospital Radio
Purpose
4 Aims and Objectives of Organisation
(a) The primary purpose of the organisation will be to produce and broadcast mixed genre music programming and spoken word programming consisting of discussion and interviews to:
(b) Improve the mental health and well-being of those receiving treatment at an NHS Highland (or associate healthcare within NHS Highland area) facility.
(c) Promote positive health and well-being with content from the Scottish Government, NHS Highland and local charities whose purpose is to aid well-being to reduce the likelihood of persons requiring treatment at an NHS Highland (or associate healthcare within NHS Highland area) facility.
Powers
5 The organisation has power to do anything which is calculated to further its purposes or is conducive or incidental to doing so.
6 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
7 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.
8 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.
General structure
9 The structure of the organisation consists of:-
(a) the MEMBERS - who have the right to attend members' meetings (including any annual members’ meeting) and have important powers under the constitution; in particular, the members appoint people to serve on the Executive Committee and take decisions on changes to the constitution itself;
(b) the EXECUTIVE COMMITTEE - who hold regular meetings, and generally control the activities of the organisation; for example, the EXECUTIVE COMMITTEE
(c) is responsible for monitoring and controlling the financial position of the organisation.
10 The people serving on the Executive Committee are referred to in this constitution as CHARITY TRUSTEES.
MEMBERS
Qualifications for membership
11 (a) Membership is open to any individual aged 16 or over who have successfully completed a period of training and/or probation based on the judgement of the trainer.
(b) Honorary Life Membership can be endowed on a member who has given outstanding service to the Service, by a resolution to that effect at an Annual General Meeting or EGM having been proposed in the approved manner. An Honorary Life Member may be appointed as an Honorary Life President or Honorary Life Vice-President using their appointment date as a seniority date if more than one is elected.
(c) Two (2) designated Executive Committee members should interview any prosective member within four (4) weeks of them submitting an application.
(d) Acceptance as a probationer will be subject a satisfactory references having been received. Acceptance as a full member requires ratification by the Executive Committee.
12 Employees of the organisation are not eligible for membership.
Application for membership
13 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.
14 The Executive Committee may, at its discretion, refuse to admit any person to membership.
15 The Executive Committee must notify each applicant promptly (in writing or by e-mail) of its decision on whether or not to admit him/her to membership along with reasons for a refusal to admit him/her.
Membership subscription
16 An Annual Membership subscription will be paid by all full members and will fall due at the AGM each year. If the subscription remains unpaid by the 31 August, the Executive Committee has the authority to terminate the membership in question. The Annual Membership subscription amount for the year, which will be recommended by the Executive Committee, shall be fixed at each AGM by the membership.
(a) If the membership subscription payable by any member remains outstanding more than 4 weeks after the date on which it fell due - and providing he/she has been given at least one written reminder - the Executive Committee may, by resolution to that effect, expel him/her from membership.
(b) A person who ceases (for whatever reason) to be a member shall not be entitled to any refund of the membership subscription.”
Register of members
17 The Executive Committee must keep a register of members, setting out
(a) for each current member:
(i) his/her full name and address; and
(ii) the date on which he/she was registered as a member of the organisation;
(b) for each former member - for at least six years from the date on which he/she ceased to be a member:
(i) his/her name; and
(ii) the date on which he/she ceased to be a member.
18 The Executive Committee must ensure that the register of members is updated within 28 days of any change:
(a) which arises from a resolution of the board or a resolution passed by the members of the organisation; or
(b) which is notified to the organisation.
19 If a member or charity trustee of the organisation requests a copy of the register of members, the Executive Committee must ensure that a copy is supplied to him/her within 28 days, providing the request is reasonable; if the request is made by a member (rather than a charity trustee), the Executive Committee may provide a copy which has the addresses blanked out.
Withdrawal from membership
20 Any person who wants to withdraw from membership must give a written notice of withdrawal to the organisation, signed by him/her; he/she will cease to be a member as from the time when the notice is received by the organisation.
Transfer of membership
21 Membership of the organisation may not be transferred by a member.
Re-registration of members
22 The Executive 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 Executive Committee
23 If a member fails to provide confirmation to the Executive Committee (in writing or by e-mail) that he/she wish to remain as a member of the organisation before the expiry of the 28-day period referred to in clause 22, the Executive Committee may expel him/her from membership.
24 A notice under clause 22 will not be valid unless it refers specifically to the consequences (under clause 23) of failing to provide confirmation within the 28-day period.
Expulsion from membership
25 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:-
(a) 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;
(b) the member concerned will be entitled to be heard on the resolution at the members' meeting at which the resolution is proposed.
Termination
26 Membership of the organisation will terminate on death.
DECISION-MAKING BY THE MEMBERS
Members’ meetings
27 The Executive Committee must arrange a meeting of members during the month of June unless an unforeseen circumstance does not permit it, subject to para 28. (an annual members’ meeting or "AGM") in each calendar year.
28 The gap between one AGM and the next must not be longer than 15 months.
29 Notwithstanding clause 27, 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.
30 The business of each AGM must include:-
(a) a report by the chair on the activities of the organisation;
(b) consideration of the annual accounts of the organisation;
(c) the election/re-election of charity trustees, as referred to in clauses 70 to 73.
31 The Executive Committee may arrange a special members' meeting at any time.
Power to request the Executive Committee to arrange a special members’ meeting
32 The Executive 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 members who amount to 5% or more of the total membership of the organisation at the time, providing:
(a) the notice states the purposes for which the meeting is to be held; and
(b) those purposes are not inconsistent with the terms of this constitution, the Charities and Trustee (Investment) Scotland Act 2005 or any other statutory provision.
33 If the Executive Committee receive a notice under clause 32, 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
34 At least 14 clear days’ notice must be given of any AGM or any special members' meeting.
35 The notice calling a members' meeting must specify in general terms what business is to be dealt with at the meeting; and
(a) in the case of a resolution to alter the constitution, must set out the exact terms of the proposed alteration(s); or
(b) in the case of any other resolution falling within clause 53 (requirement for two-thirds majority) must set out the exact terms of the resolution.
36 The reference to “clear days” in clause 34 shall be taken to mean that, in calculating the period of notice,
(a) the day after the notices are posted (or sent by e-mail) should be excluded; and
(b) the day of the meeting itself should also be excluded.
37 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.
38 Any notice which requires to be given to a member under this constitution must be: -
(a) sent by post to the member, at the address last notified by him/her to the organisation; or
(b) sent by e-mail to the member, at the e-mail address last notified by him/her to the organisation.
39 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 42), the notice (or notes accompanying the notice) must:
(a) set out details of how to connect and participate via that link or links; and
(b) (particularly for the benefit of those members who may have difficulties in using a computer or laptop for this purpose) draw members' attention to the following options:
(i) participating in the meeting via an audio link accessed by phone, using dial-in details (if that forms part of the arrangements);
(ii) [appointing the chairperson of the meeting as proxy, and directing the chairperson on how they should use that proxy vote in relation to each resolution to be proposed at the meeting];
(iii) (where attendance in person is to be permitted, either on an open basis or with a restriction on the total number who will be permitted to attend) attending and voting in person at the meeting;
(iv) [(where clause 40 applies) submitting questions and/or comments in advance of the meeting].
40 Where a members’ meeting is to involve participation solely via audio and/or audio-visual link(s), the notice (or notes accompanying the notice) must include a statement inviting members to submit questions and/or comments in advance of the meeting, which (subject to clause 41) the chairperson of the meeting will be expected to read out, and address, in the course of the meeting.
41 Where clause 40 applies, the chairperson of a members’ meeting will not require to read out or address any questions or comments submitted by members in advance of the meeting if and to the extent that the questions or comments are of an unreasonable length (individually or taken together), or contain material which is defamatory, racist or otherwise offensive.
Procedure at members’ meetings
42 The Executive Committee may if they consider appropriate (and must, if this is required under clause 43) make arrangements for members and charity trustees to participate in members’ meetings by way of audio and/or audio-visual link(s) which allow them to hear and contribute to discussions at the meeting, providing:
(a) the means by which members and charity trustees can participate via that link or links are not subject to technical complexities, significant costs or other factors which are likely to represent - for all or a significant proportion of the membership - a barrier to participation;
(b) the notice calling the meeting (or notes accompanying the notice) contains the information required under clause 39; and
(c) manner in which the meeting is conducted ensures, so far as reasonably possible, that those members and 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 members and charity trustees (if any) who are attending in person (and vice versa).
43 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, the Executive Committee must make arrangements for members and charity trustees to participate in that members’ meeting by way of audio and/or audio-visual link(s) which allow them to hear and contribute to discussions at the meeting; and on the basis that the requirements set out in paragraphs (a) to (c) of clause 42 will apply.
(a) The Executive Committee may make arrangements, in advance of any members’ meeting, to allow members to participate in the members’ meeting by means of a conference telephone, video conferencing facility or similar communications equipment – so long as those participating in the meeting can hear each other; a member participating in a members’ meeting in this manner shall be deemd to be present in person at the meeting.
44 A members’ meeting may involve two or more members or charity trustees participating via attendance in person while other members and/or charity trustees participate via audio and/or audio-visual links; or it may involve participation solely via audio and/or audio-visual links.
45 [References in clauses 39 to 44 to members should be taken to include proxies for members and authorised representatives of members which are corporate bodies.] OMIT CLAUSE 46 IF THE CONSTITUTION DOES NOT ALLOW FOR PROXIES OR MEMBERSHIP BY CORPORATE BODIES (OR AMEND CLAUSE 46 IF ONLY ONE OF THOSE IS ALLOWED FOR UNDER THE CONSTITUTION)
46 The quorum for a members' meeting is 50% + 1 of members, present in person, along with any member who has a proxy vote authorised.
47 An individual participating in a members’ 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), will be deemed to be in attendance) at the meeting.
48 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.
49 The chair of the organisation should act as chairperson of each members' meeting.
50 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
51 Every member has one vote, which (whether on a show of hands or on a secret ballet) may be given personally or by proxy, (subject to clause 56)
(a) A member who wishes to appoint a proxy to vote on his/her behalf at any members’ meeting:-
(i) must give to the SCIO a proxy form (in such terms as the Executive Committee requires) signed by him/her; or
(ii) must send by electronic meansto the SCIO at the email address notified to the members for that purpose, a proxy form (in such terms as the Excutive Committee requires).
providing (in either case) the proxy form is received by the SCIO at the relevant address not less than 48 hours before the time for holding the members’ meeting.
(b) An instrument of proxy which does not comply of clause 51(b) or which is not lodged or given in accordance with such provisions, shall be invalid.
(c) A member shall not be entitled to appoint more than one proxy to attend on the same occasion.
(d) A proxy need not be a member of the organisation.
(e) Subject to clause 51(f), in relation to each resolution proposed at a members’ meeting, an individual shall not be entitled to cast more than one vote as a proxy, (in addition to any voteto which he/she is entitled personally, if he/she is a member of the SCIO.
(f) Where members have appointed the chair of a members’ meeting to vote as their proxy – and have directed the chair ( through w,ording on the proxy form) on whether he/she should vote on their behalf in favour of or against, each resolution – the provision of 51(e) shall not apply inrelation to the chair, in acting as proxy for those members.
(g) A proxy appointed to attend and vote at any members’ meeting instead of a member shall have the same right as the member who appointed him/her to speak at the meeting.
52 All decisions at members' meetings will be made by majority vote - with the exception of the types of resolution listed in clause 53.
53 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 61):
(a) a resolution amending the constitution;
(b) a resolution expelling a person from membership under clause 25;
(c) a resolution directing the board to take any particular step (or directing the board not to take any particular step);
(d) 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);
(e) 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);
(f) a resolution for the winding up or dissolution of the organisation.
54 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.
55 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 and entitled to vote, whether as members or as proxies for members) ask for a secret ballot.
56 Where members are participating in a meeting via an audio or audio-visual link, they may cast their votes 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 - and providing the Executive Committee have no reasonable grounds for suspicion as regards authent icity, any such action shall be deemed to be a vote cast personally via a show of hands.
57 The chairperson will decide how any secret ballot is to be conducted, and they will declare the result of the ballot at the meeting.
58 Where members are participating in a meeting via audio and/or audio-visual links, the chairperson's directions regarding how a secret ballot is to be conducted may allow those members to cast their votes on the secret ballot via any or all of the methods referred to in clause 56, providing reasonable steps are taken to preserve anonymity (while at the same time, addressing any risk of irregularities in the process).
59 The principles set out in clauses 56 and 58 shall also apply in relation to the casting of votes by an in dividual in their capacity as proxy for a member.
Technical objections to remote participation in members’ meetings.
60 This constitution imposes certain requirements regarding the use of audio and/or audio-visual links as a means of participation and voting at members’ meetings; providing the arrangements made by the Executive Committee in relation to a given members’ meeting (and the manner in which the meeting is conducted) are consistent with those requirements:
(a) a member cannot insist on participating in the members’ meeting, or voting at the members’ meeting, by any particular means;
(b) the members’ meeting need not be held in any particular place;
(c) the members’ meeting may be held without any particular number of those participating in the meeting being present in person at the same place (but, notwithstanding that, the quorum requirements - taking account of those participating via audio and/or audio-visual links - must still be met);
(d) the members’ meeting may be held by any means which permits those participating in the meeting to hear and contribute to discussions at the meeting;
(e) (a member will be able to exercise the right to vote at the members’ meeting (including where a secret ballot is to be held) by such means as is determined by the chairperson of the meeting (consistent with the arrangements made by the Executive Committee and which permits that member's vote to be taken into account in determining whether or not a resolution is passed.
Written resolutions by members
61 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.
Minutes
62 The Executive Committee must ensure that proper minutes are kept in relation to all members' meetings.
63 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.
64 The Executive Committee shall make available copies of the minutes referred to in clause 62 to any member of the public requesting them.
BOARD - CHARITY TRUSTEES
Number of charity trustees
65 The maximum number of charity trustees is 9 ; out of that:
(a) no more than 9 shall be charity trustees who were elected/appointed under clauses 70 and 71 (or deemed to have been appointed under clause 69); and
(b) no more than 0 shall be charity trustees who were co-opted under the provisions of clauses 74 and 75.
66 The minimum number of charity trustees is 6.
Eligibility
67 A person shall not be eligible for election/appointment to the Executive Committee under clauses 70 to 73 unless they are a member of the organisation; a person appointed to the Executive Committee under clause 74 need not, however, be a member of the organisation.
68 A person will not be eligible for election or appointment to the Executive Committee if they are: -
(a) disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005; or
(b) an employee of the organisation.
Initial charity trustees
69 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
70 At each AGM, the members may elect any member (unless they are debarred from membership under clause 68) to be a charity trustee.
71 The Executive Committee may at any time appoint any member (unless they are debarred from membership under clause 68) to be a charity trustee.
72 At each AGM, all of the charity trustees elected/appointed under clauses 70 and 71 (and, in the case of the first AGM, those deemed to have been appointed under clause 69) shall retire from office – but shall then be eligible for re-election under clause 70.
73 A charity trustee retiring at an AGM will be deemed to have been re-elected unless: -
(a) they advise the Executive Committee prior to the conclusion of the AGM that they do not wish to be re-appointed as a charity trustee; or
(b) an election process was held at the AGM and they were not among those elected/re-elected through that process; or
(c) a resolution for the re-election of that charity trustee was put to the AGM and was not carried.
Appointment/re-appointment of co-opted charity trustees
74 In addition to their powers under clause 71, the Executive Committee may at any time appoint any non-member of the organisation to be a charity trustee (subject to clause 65, and providing they are not debarred from membership under clause 68) either on the basis that they have been nominated by a body with which the organisation has close contact in the course of its activities or on the basis that they have specialist experience and/or skills which could be of assistance to the Executive Committee.
75 At each AGM, all of the charity trustees appointed under clause 74 shall retire from office – but shall then be eligible for re-appointment under that clause.
Termination of office
76 A charity trustee will automatically cease to hold office if: -
(a) they become disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005;
(b) 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;
(c) (in the case of a charity trustee elected/appointed under clauses 70 to 73) they cease to be a member of the organisation;
(d) they become an employee of the organisation;
(e) they give the organisation a notice of resignation, signed by them;
(f) they are absent (without good reason, in the opinion of the Executive Committee) from more than three consecutive meetings of the Executive Committee- but only if the Executive Committee resolves to remove them from office;
(g) they are removed from office by resolution of the Executive Committee on the grounds that they are considered to have committed a material breach of the code of conduct for charity trustees (as referred to in clause 93);
(h) they are removed from office by resolution of the Executive Committee 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 Charities and Trustee Investment (Scotland) Act 2005; or
(i) they are removed from office by a resolution of the members passed at a members’ meeting.
77 A resolution under paragraph (g), (h) or (i) shall be valid only if: -
(a) the charity trustee who is the subject of the resolution is given reasonable prior written notice of the grounds upon which the resolution for their removal is to be proposed;
(b) 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
(c) (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
78 The Executive Committee must keep a register of charity trustees, setting out:-
(a) 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;
(b) 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.
79 The Executive Committee must ensure that the register of charity trustees is updated within 28 days of any change:-
(a) which arises from a resolution of the Executive Committee or a resolution passed by the members of the organisation; or
(b) which is notified to the organisation.
80 If any person requests a copy of the register of charity trustees, the Executive Committee 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 SCIO is satisfied that including that information is likely to jeopardise the safety or security of any person or premises.
Office-bearers
81 The charity trustees must elect (from among themselves) a chair, a station manager, a treasurer and a secretary.
The duties for each named office bearer are detailed, but not limited, as follows:
Chair – Shall oversee all functions of the charity.
Station Manager – Shall oversee the function of the radio service output, social media, studio maintenance and IT infrastructure, delegating task to any member as necessary.
Treasurer – Oversee the financial function of the charity.
Secretary – Oversee the administration of the charity dealing with enquiries and administrating Executive meetings and AGMs.
82 In addition to the office-bearers required under clause 81, the charity trustees may elect (from among themselves) further office-bearers if they consider that appropriate.
83 All of the office-bearers will cease to hold office at the conclusion of each AGM, but may then be re-elected under clause 81 or 82.
84 A person elected to any office will automatically cease to hold that office: -
(a) if they cease to be a charity trustee; or
(b) if they give to the organisation a notice of resignation from that office, signed by them.
Powers of Executive Committee
85 Except where this constitution states otherwise, the organisation (and its assets and operations) will be managed by the Executive Committee; and the Executive Committee may exercise all the powers of the organisation.
86 A meeting of the Executive Committee at which a quorum is present may exercise all powers exercisable by the Executive Committee.
(a) A charity trustee may participate in a meeting of the Executive Committee by means of a conference telephone, video conferencing facility or similar communications equipment – so long as all the charity trustees participating in the meeting can hear each other, a charity trustee participating in a meeting in this manner shall be deemed to be present in person at the meeting.
87 The members may, by way of a resolution passed in compliance with clause (requirement for two-thirds majority), direct the Executive Committee to take any particular step or direct the Executive Committee not to take any particular step; and the Executive Committee shall give effect to any such direction accordingly.
Charity trustees - general duties
88 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:-
(a) seek, in good faith, to ensure that the organisation acts in a manner which is in accordance with its purposes;
(b) act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person;
(c) 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;
(d) 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.
89 In addition to the duties outlined in clause 88, all of the charity trustees must take such steps as are reasonably practicable for the purpose of ensuring: -
(a) that any breach of any of those duties by a charity trustee is corrected by the charity trustee concerned and not repeated; and
(b) that any trustee who has been in serious or persistent breach of those duties is removed as a trustee.
90 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; and (subject to clause 91 and to the provisions relating to remuneration for services contained in the Charities and Trustee Investment (Scotland) Act 2005), they may retain any personal benefit which arises from that arrangement.
91 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.
92 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
93 Each of the charity trustees shall comply with the code of conduct (incorporating detailed rules on conflict of interest) prescribed by the Executive Committee from time to time.
94 The code of conduct referred to in clause 93 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
DECISION-MAKING BY THE CHARITY TRUSTEES
Notice of Executive Committee meetings
95 Any charity trustee may call a meeting of the Executive Committee or ask the secretary to call a meeting of the Executive Committee.
96 At least 7 days' notice must be given of each Executive Committee meeting, unless (in the opinion of the person calling the meeting) there is a degree of urgency which makes that inappropriate.
97 If charity trustees are to be permitted to participate in a Executive Committee 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; and (particularly for the benefit of those charity trustees who may have difficulties in using a computer or laptop for this purpose) the charity trustees' attention should be drawn to the following options:
(a) participating in the meeting via an audio link accessed by phone, using dial-in details (if that forms part of the arrangements);
(b) (where attendance in person is to be permitted, either on an open basis or subject to a restriction on the total number who will be permitted to attend) the ability to attend the meeting in person.
Procedure at Executive Committee meetings
98 No valid decisions can be taken at a Executive Committee meeting unless a quorum is present; the quorum for Executive Committee meeting is 6 charity trustees, present in person along with proxy votes.
99 An individual participating in a Executive Committee 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.
100 If at any time the number of charity trustees in office falls below the number stated as the quorum in clause 98, 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.
101 The chair of the organisation should act as chairperson of each Executive Committee meeting.
102 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.
103 Every charity trustee has one vote, which must be given personally; for the avoidance of doubt, a vote given by a charity trustee participating in the meeting through any of the methods referred to clause 86a will be taken to be given personally for the purposes of this clause.
104 All decisions at Executive Committee meetings will be made by majority vote.
105 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.
106. The Executive Committee may if they consider appropriate (and must, if this is required under article 107), allow charity trustees to participate in Executive Committee 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:
(a) the means by which charity trustees can participate via that link or links are not subject to technical complexities, significant costs or other factors which are likely to represent - for all, or a significant proportion, of the charity trustees - a barrier to participation; and
(b) the manner in which the meeting is conducted ensures, 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).
107 If restrictions arising from public health legislation, directions 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 Executive Committee must make arrangements for charity trustees to participate in that Executive Committee meeting by way of audio and/or audio-visual link(s); and on the basis that:
(a) the requirements set out in paragraphs (a) and (b) of clause 106 will apply; and
(b) the Executive Committee 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.
108 A Executive Committee 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.
109 Where a charity trustee or charity trustees are participating in a Executive Committee 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.
110 The Executive Committee 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 Executive Committee meeting notwithstanding that they are not a charity trustee - but on the basis that they must not participate in decision-making.
111 A charity trustee must not vote at a Executive Committee 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.
112 For the purposes of clause 111: -
(a) 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;
(b) 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 has an interest in that matter.
113 The principles set out in clause 60 (technical objections to remote participation) shall apply in relation to remote participation and voting at Executive Committee meetings, as if each reference in that clause to a member were a reference to a charity trustee and each reference in that clause to a members’ meeting were a reference to a Executive Committee meeting.
114 A resolution agreed to in writing (or by e-mail) by a majority of the charity trustees then in office shall (subject to clauses 115 and 116) be as valid as if duly passed at a Executive Committee meeting.
115 A resolution under clause 114 shall not be valid unless a copy of the resolution was circulated to all of the charity trustees, along with a cut-off time (which must be reasonable in the circumstances) for notifications under clause 116.
116 If a resolution is circulated to the charity trustees under clause 115, any one or more charity trustees may, following receipt of a copy of the resolution, notify the secretary that they consider that a Executive Committee meeting should be held to discuss the matter which is the subject of the resolution; and if any such notification is received by the secretary prior to the cut-off time:
(a) the secretary must convene a Executive Committee meeting accordingly, and on the basis that it will take place as soon as reasonably possible;
(b) the resolution cannot be treated as valid under clause 114 unless and until that Executive Committee meeting has taken place;
(c) the Executive Committee may (if they consider appropriate, on the basis of the discussions at the meeting) resolve at that Executive Committee meeting that the resolution should be treated as invalid, notwithstanding that it had previously been agreed to in writing (or by e-mail) by a majority of the charity trustees then in office.
Minutes
117 The Executive Committee must ensure that proper minutes are kept in relation to all Executive Committee meetings and meetings of sub-committees.
118 The minutes to be kept under clause 117 must include the names of those present; and (so far as possible) should be signed by the chairperson of the meeting.
ADMINISTRATION
Delegation to sub-committees
119 The Executive 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.
120 The Executive 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.
121 When delegating powers under clause 119 or 120, the Executive Committee must set out appropriate conditions (which must include an obligation to report regularly to the Executive Committee).
122 Any delegation of powers under clause 119 or 120 may be revoked or altered by the Executive Committee at any time.
123 The rules of procedure for each sub-committee, and the provisions relating to membership of each sub-committee, shall be set by the Executive Committee.
Operation of accounts
124 Subject to clause 125, the signatures of two out of three signatories appointed by the Executive 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.
125 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 124.
Accounting records and annual accounts
126 The Executive Committee must ensure that proper accounting records are kept, in accordance with all applicable statutory requirements.
127 The Executive Committee must prepare annual accounts, complying with all relevant statutory requirements; if an audit is required under any statutory provisions (or if the Executive Committee consider that an audit would be appropriate for some other reason), Executive Committee should ensure that an audit of the accounts is carried out by a qualified auditor.
MISCELLANEOUS
Winding-up
128 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.
129 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
130 This constitution may (subject to clause 131) be altered by resolution of the members passed at a members’ meeting (subject to achieving the two thirds majority referred to in clause 53) or by way of a written resolution of the members.
131 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).
Interpretation
132 References in this constitution to the Charities and Trustee Investment (Scotland) Act 2005 should be taken to include: -
(a) any statutory provision which adds to, modifies or replaces that Act; and
(b) any statutory instrument issued in pursuance of that Act or in pursuance of any statutory provision falling under paragraph (a) above.
133 In this constitution: -
(a) “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 2011, 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.