type of organisation, Scottish principal office, name, purposes, powers, liability, general structure
clauses 1 – 10
qualifications for membership, application, subscription, register of members, withdrawal, transfer, re-registration, expulsion, termination
clauses 11 – 23
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 24 – 50
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 51 – 79
DECISION-MAKING BY THE CHARITY TRUSTEES
notice, procedure at board meetings, minutes
clauses 80 – 95
sub-committees, operation of accounts, accounting records and annual accounts
clauses 96 – 105
winding up, alterations to the constitution, interpretation
clauses 106 – 111
Type of organisation
Scottish principal office
2 The principal office of the organisation will be in Scotland (and must remain in Scotland).
3 The name of the organisation is The Scotstoun Eagles.
4 The organisation’s purpose is
4.1 To promote public participation in sport (namely Squash) in and around the area of Scotstoun, Glasgow, and in furtherance of:
4.2 Providing a coaching pathway, which is accessible to all, to improve participants standard of squash, and
4.3 A competition pathway for all members, interested in taking their participation further.
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.
9 The structure of the organisation consists of:-
9.1 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 board and take decisions on changes to the constitution itself;
9.2 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.
Qualifications for membership
11 Membership is open to any individual in the following categories.
11.1 Adult member – For all individuals aged 18 years or over.
11.2 Concession Adult – Over 60.
11.3 Discount Member – For all individuals in full time education or registered unemployed.
11.4 Junior member – For all individuals aged 17 years and under.
11.5 Family Member – three or more individuals from the same family
12 Employees of the organisation are not permitted to form more than 40% of the membership.
Application for membership
13 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”.
14 Membership is open to all and no application for membership will be refused on other than reasonable grounds. 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..
15 The board must notify each applicant promptly (in writing or by e-mail) of its decision on whether or not to admit them to membership. If the decision was to refuse admission, the board shall return to the applicant the remittance lodged by him/her under clause 13.
16 Members shall require to pay an annual membership subscription; unless and until otherwise determined by the members, the amount of the annual membership subscription shall be;
16.1 Adult member – For all individuals aged 18 years or over. £25
16.2 Concession Adult – Over 60. £20
16.3 Student or Unemployed Member – For all individuals in full time education or registered unemployed. £15
16.4 Junior member – For all individuals aged 17 years and under. £15
16.5 Family Member the third and each family member thereafter shall be entitled to 20% discount to their membership rate
16.6 The annual membership subscriptions shall be payable on or before 31st July in each year
16.7 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.
16.8 If the membership subscription payable by any member remains outstanding more than 12 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
16.9 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 board must keep a register of members, setting out
17.1 for each current member:
17.1.1 their full name and address; and
17.1.2 the date on which they were registered as a member of the organisation;
17.2 for each former member – for at least six years from the date on which they ceased to be a member:
17.2.1 their name; and
17.2.2 the date on which they ceased to be a member.
18 The board must ensure that the register of members is updated within 28 days of any change:
18.1 which arises from a resolution of the board or a resolution passed by the members of the organisation; or
18.2 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 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
20 Any person who wants to withdraw from membership must give a written notice of withdrawal to the organisation, signed by them; they 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.
Expulsion from membership
22 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:-
22.1 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;
22.2 the member concerned will be entitled to be heard on the resolution at the members’ meeting at which the resolution is proposed.
DECISION-MAKING BY THE MEMBERS
25 The gap between one AGM and the next must not be longer than 15 months.
26 Notwithstanding clause 24, 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.
27 The business of each AGM must include:-
27.1 a report by the chair on the activities of the organisation;
27.2 consideration of the annual accounts of the organisation;
27.3 the election/re-election of charity trustees, as referred to in clauses 56 to 59.
28 The board may arrange a special members’ meeting at any time.
Power to request the board to arrange a special members’ meeting
29 The board 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:
29.1 the notice states the purposes for which the meeting is to be held; and
29.2 those purposes are not inconsistent with the terms of this constitution, the Charities and Trustee (Investment) Scotland Act 2005 or any other statutory provision.
30 If the board receive a notice under clause 29, 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
32 The notice calling a members’ meeting must specify in general terms what business is to be dealt with at the meeting; and
32.1 in the case of a resolution to alter the constitution, must set out the exact terms of the proposed alteration(s); or
32.2 in the case of any other resolution falling within clause 42 (requirement for two-thirds majority) must set out the exact terms of the resolution.
33 The reference to “clear days” in clause 31 shall be taken to mean that, in calculating the period of notice,
33.1 the day after the notices are posted (or sent by e-mail) should be excluded; and
33.2 the day of the meeting itself should also be excluded.
34 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.
35 Any notice which requires to be given to a member under this constitution must be: –
35.1 sent by post to the member, at the address last notified by them to the organisation; or
35.2 sent by e-mail to the member, at the e-mail address last notified by them to the organisation.
Procedure at members’ meetings
36 No valid decisions can be taken at any members’ meeting unless a quorum is present.
37 The quorum for a members’ meeting is 10 members, present in person.
38 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.
39 The chair of the organisation should act as chairperson of each members’ meeting.
40 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
41 Every member over the age of 16 and who has been a member for 28 consecutive days prior to the meeting, has one vote, which must be given personally.
42 All decisions at members’ meetings will be made by majority vote – with the exception of the types of resolution listed in clause 43.
43 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 47):
43.1 a resolution amending the constitution;
43.2 a resolution expelling a person from membership under clause 26;
43.3 a resolution directing the board to take any particular step (or directing the board not to take any particular step);
43.4 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);
43.5 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);
43.6 a resolution for the winding up or dissolution of the organisation.
44 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.
45 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.
46 The chairperson will decide how any secret ballot is to be conducted, and they will declare the result of the ballot at the meeting.
Written resolutions by members
47 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.
49 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.
50 The board shall make available copies of the minutes referred to in clause 48 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 95.]
Number of charity trustees
51.1 no more than 5 shall be charity trustees who were elected/appointed under clauses 56 and 57 (or deemed to have been appointed under clause 55); and
51.2 no more than 2 shall be charity trustees who were co-opted under the provisions of clauses 60 and 61.
52 The minimum number of charity trustees is 3; The current trustees are as follows:
53 A person shall not be eligible for election/appointment to the board under clauses 56 to 58 unless they are a member of the organisation; a person appointed to the board under clause 60 need not, however, be a member of the organisation.
54.1 disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005; or
Initial charity trustees
55 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
56 At each AGM, the members may elect any member (unless they are debarred from membership under clause 54) to be a charity trustee.
58 At each AGM, all of the charity trustees elected/appointed under clauses 60 and 61 (and, in the case of the first AGM, those deemed to have been appointed under clause 55) shall retire from office – but shall then be eligible for re-election under clause 56.
59.1 they advise the board prior to the conclusion of the AGM that they do not wish to be re-appointed as a charity trustee; or
59.2 an election process was held at the AGM and they were not among those elected/re-elected through that process; or
59.3 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
60 In addition to their powers under clause 57, the board may at any time appoint any non-member of the organisation to be a charity trustee (subject to clause 51, and providing they are not debarred from membership under clause 54) 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 board.
Termination of office
62 A charity trustee will automatically cease to hold office if: –
62.1 they become disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005;
62.2 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;
62.3 (in the case of a charity trustee elected/appointed under clauses 55 to 58) they cease to be a member of the organisation;
62.4 they give the organisation a notice of resignation, signed by them;
62.5 they are absent (without good reason, in the opinion of the board) from more than three consecutive meetings of the board – but only if the board resolves to remove them from office;
62.6 they are removed from office by resolution of the board 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 78);
62.7 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 Charities and Trustee Investment (Scotland) Act 2005; or
63 A resolution under paragraph 62.6, 62.7 or 62.8 shall be valid only if: –
63.1 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;
63.2 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
63.3 (in the case of a resolution under paragraph 62.7 or 62.8) 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
64 The board must keep a register of charity trustees, setting out
64.1 for each current charity trustee:
64.1.1 their full name and address;
64.1.2 the date on which they were appointed as a charity trustee; and
64.1.3 any office held by them in the organisation;
64.2 for each former charity trustee – for at least 6 years from the date on which they ceased to be a charity trustee:
64.2.1 the name of the charity trustee;
64.2.2 any office held by them in the organisation; and
64.2.3 the date on which they ceased to be a charity trustee.
65 The board must ensure that the register of charity trustees is updated within 28 days of any change:
65.1 which arises from a resolution of the board or a resolution passed by the members of the organisation; or
65.2 which is notified to the organisation.
66 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 SCIO is satisfied that including that information is likely to jeopardise the safety or security of any person or premises.
68 In addition to the office-bearers required under clause 67, the charity trustees may elect (from among themselves) further office-bearers if they consider that appropriate.
69 All of the office-bearers will cease to hold office at the conclusion of each AGM, but may then be re-elected under clause 67 or 68.
70 A person elected to any office will automatically cease to hold that office: –
70.1 if they cease to be a charity trustee; or
70.2 if they give to the organisation a notice of resignation from that office, signed by them.
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Powers of board
71 Except where this constitution states otherwise, the organisation (and its assets and operations) will be managed by the board; and the board may exercise all the powers of the organisation.
72 A meeting of the board at which a quorum is present may exercise all powers exercisable by the board.
73 The members may, by way of a resolution passed in compliance with clause 43 (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
74.1 seek, in good faith, to ensure that the organisation acts in a manner which is in accordance with its purposes;
74.2 act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person;
74.3 in circumstances giving rise to the possibility of a conflict of interest between the organisation and any other party:
74.3.1 put the interests of the organisation before that of the other party;
74.3.2 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;
74.4 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.
75 In addition to the duties outlined in clause 74, all of the charity trustees must take such steps as are reasonably practicable for the purpose of ensuring: –
75.1 that any breach of any of those duties by a charity trustee is corrected by the charity trustee concerned and not repeated; and
75.2 that any trustee who has been in serious and persistent breach of those duties is removed as a trustee.
76 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 77 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.
77 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
79 The code of conduct referred to in clause 78 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 board meetings
81 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.
Procedure at board meetings
83 If at any time the number of charity trustees in office falls below the number stated as the quorum in clause 82, 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.
84 The chair of the organisation should act as chairperson of each board meeting.
85 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.
86 Every charity trustee has one vote, which must be given personally.
87 All decisions at board meetings will be made by majority vote.
88 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.
89 The board may, at its discretion, allow any person to attend 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.
90 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.
91 For the purposes of clause 90: –
91.1 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;
91.2 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.
91.3 For the avoidance of doubt, no trustee shall be entitled to vote in relation to any matter connected with his/her payment in relation to services provide to the club in line with clause 103
93 The minutes to be kept under clause 92 must include the names of those present; and (so far as possible) should be signed by the chairperson of the meeting.
94 The board shall (subject to clause 95) make available copies of the minutes referred to in clause 92 to any member of the public requesting them.
95 The board may exclude from any copy minutes made available to a member of the public under clause 94 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.
Delegation to sub-committees
98 When delegating powers under clause 96 or 97, the board must set out appropriate conditions (which must include an obligation to report regularly to the board).
99 Any delegation of powers under clause 96 or 97 may be revoked or altered by the board at any time.
100 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
101 Subject to clause 102, the signatures of two out of three signatories appointed by the board 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.
102 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 101.
103 Payment of members will only take place where it is in the best interests of the charity (for example where voluntary coaches are not appropriate or available).
103.1 there is a written agreement between the charity and the member,
103.2 the written agreement sets out the maximum amount to be paid,
103.3 the charity trustees are satisfied it is in the interest of the charity for the services to be provided by the member for that maximum amount.
Accounting records and annual accounts
104 The board must ensure that proper accounting records are kept, in accordance with all applicable statutory requirements.
105 The board must prepare annual accounts, complying with all relevant statutory requirements; 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.
106 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.
107 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
108 This constitution may (subject to clause 109) be altered by resolution of the members passed at a members’ meeting (subject to achieving the two thirds majority referred to in clause 43) or by way of a written resolution of the members.
109 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).
110.2 any statutory instrument issued in pursuance of that Act or in pursuance of any statutory provision falling under paragraph 110.1 above.
111.1 “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;
111.2 “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.
The Scotstoun Eagles is a registered charity with the Scottish Charitable Incorporated Organisation (SCIO) with registration number SC048533 registered on 10/7/2018.