Constitution of
Citymoves Dance Agency SCIO
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 Citymoves Dance Agency SCIO.
Purposes, Area of Benefit & Beneficiaries
4 The organisation is established for charitable purposes only, and in particular, the objects are:
To advance the arts, heritage and culture and in furtherance of this by:
(i) The promotion and development of the art of dance in all its forms
(ii) The provision of classes, workshops, projects and performances
5 The area within which the organisation shall operate (in this constitution referred to as the ‘Area of Benefit’) shall be Aberdeen and the North East of Scotland and the surrounding areas. The organisation will also undertake tours and events throughout the UK.
6 The organisation shall promote (but not promote exclusively) its activities and delivery operations to the general public, including but not limited to dancers and those developing a dance practice within the ‘Area of Benefit’. These people will be the organisation’s beneficiaries.
Powers
7 The organisation has power to do anything which is calculated to further its purposes or is conducive or incidental to doing so, as stated in Section 50 (5) of the Charities and Trustee Investment (Scotland) Act 2005 (that is to say the power to do anything which is calculated to further the purposes of the organisation or is conducive or incidental to doing so), subject to clauses 4, 8, 49 and 50 and the powers set out in clauses 22-24 of this constitution.
8 No part of the income or property of the organisation may be paid or transferred (directly or indirectly) to the members/Charity Trustees - 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.
General Structure
9 The structure of the organisation consists of the CHARITY TRUSTEES who are also the organisation’s only members and comprise the organisation’s BOARD.
Liability of Charity Trustees (members)
10 The Charity Trustees (the only 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 Charity Trustees will not be held responsible.
11 The Charity Trustees have certain legal duties under the Charities and Trustee Investment (Scotland) Act 2005; and clause 10 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.
BOARD
Qualifications for Charity Trusteeship
12 Charity Trusteeship is open to;
12.1 any person aged 16 or over; and/or
12.2 any individual who has been nominated for membership by an unincorporated organisation; and/or
12.3 any corporate body, who subscribes to the purposes of the organisation and wishes to see them fulfilled.
Application for Charity Trusteeship
13 Any person, nominated individual or body who/which wishes to become a Charity Trustee must sign a written application for Charity Trusteeship; and for a corporate body, that application must be signed by an appropriately authorised officer of that body who will remain as the representative of that corporate body until such time as the corporate body informs the Board otherwise.
14 The application will then be considered by the Board at its next Board meeting.
15 The Board may, at its discretion, refuse to admit any person, nominated individual or corporate body, or veto the proposed authorised officer acting as a representative of a corporate body, to Charity Trusteeship.
16 The Board must notify each applicant within twenty one days (in writing, which includes by e-mail) of its decision on whether or not to admit him/her/it to Charity Trusteeship.
Subscription to the SCIO
17 No subscription will be payable. Number of Charity Trustees
18 The maximum number of Charity Trustees is twelve.
19 The minimum number of Charity Trustees is three.
Eligibility
20 A person will not be eligible for election or appointment to the Board if he/she: -
20.1 is disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005; or
20.2 has entered into a full time or part time employment contract with the organisation, with the exception of employment as described in clauses 45 and 46.
Initial Charity Trustees
21 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 as Charity Trustees with effect from the date of incorporation of the organisation and its entry on the Scottish Charity Register.
Powers and Responsibilities
22 Subject to the constitution, the charity trustees are responsible for the management and control of the organisation’s activities to further its charitable purposes, for which purpose they may exercise all the powers of the organisation.
23 All powers and actings by the charity trustees shall be restricted by and subject to clauses 4, 43, 44.
24 Notwithstanding the terms of section 50(5) of the 2005 Act the charity will have the following specific powers to promote the organisation’s purposes but not for any other purpose:-
24.1 accept subscriptions, fees, payments, grants, donations, gifts, legacies and endowments of all kinds, either absolutely or conditionally or in trust for any of the purposes of the organisation and take such steps (by way of personal or written appeals, public meetings or otherwise, including for the avoidance of doubt the appointment of professional fundraisers or employment of an individual to undertake such activities) as may be deemed expedient for procuring contributions to the funds of the organisation, whether by way of subscriptions, fees, payments, grants, loans, donations or otherwise including the provisions of services and selling of goods and other products produced or acquired in connection with or ancillary to the purposes of the organisation (such subscription, fees, payments etc set having regard to section 8(2)(b) of the 2005 Act);
24.2 establish, subsidise, promote, co-operate or federate with, affiliate or become affiliated to, act as trustees or agents for or manage or lend money or other assistance to any person, company, association, society, institution or other body, corporate or unincorporated bodies (wherever established in the world), established for charitable purposes only, or having primary purposes wholly or partly similar to those of the organisation, or non-charitable entities in such manner which is consistent with the furthering of the organisation’s charitable purposes or for the purpose of promoting the primary purposes of the organisation to co-operate with manufacturers, dealers, and other traders and organisations, and with the press and other sources of publicity;
24.3 undertake, execute, establish, promote, or assist any charitable trusts, companies or others with charitable purposes all or any of which are similar to the purposes of the organisation for the purpose of acquiring all or any of the property, rights and liabilities of or for the purpose of carrying on any activity which the organisation is authorised to carry on or for any other charitable purpose directly or indirectly calculated to benefit in the furtherance of its purposes; 24.4 establish or promote companies and other bodies (whether or not charitable or with charitable purposes) insofar as such action is consistent with the organisation’s purposes;
24.5 print, publish and distribute or procure to be printed, published or distributed (whether gratuitously or not) any newspaper, newsletter, periodical, magazine, book, pamphlet, circular, leaflet or other publication including audio and visual recordings and internet based communication which the organisation may consider desirable for the promotion of its purposes;
24.6 hold, sponsor, arrange or organise meetings, conferences, lectures, seminars, film shows, appeals and educational classes and talks in furtherance of the purposes of the organisation;
24.7 organise, manage, present, produce and support exhibitions, workshops, press conferences, trade fairs, festivals, advertising campaigns, promotions, displays and assist and advise any person, corporation or organisation in relation thereto;
24.8 advertise the organisation, its purposes and activities whether through radio, television or other similar media or through printed advertisement, poster, periodical, article, feature, internet based communication or otherwise in writing;
24.9 purchase, take on lease or in exchange, hire or otherwise acquire and hold, sell, lease or otherwise dispose of any real or personal property and any rights or privileges which may be necessary or convenient for the promotion of the purposes of the organisation and construct, maintain and alter any buildings or erections necessary or convenient for the work of the organisation;
24.10 purchase or otherwise acquire plant, machinery, furniture, fixtures, fittings, equipment and all other effects of every description necessary or convenient or usually or normally used in connection with or for the purpose of all or any of the purposes of the organisation;
24.11 take any gift of property, whether subject to any trust or not, for any one or more of the purposes of the organisation;
24.12 subject to such consents as may be required by law sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the organisation as may be expedient in the promotion of its purposes;
24.13 insure the organisation, its property and assets against such risks as the charity trustees shall consider it prudent and necessary to insure against;
24.14 retain or employ staff, professional or technical advisers in connection with the purposes of the organisation and pay reasonable and proper salaries, wages and fees for their services;
24.15 establish and support pension and superannuation schemes for the benefit of persons employed by the organisation, and make reasonable and necessary provision for payment of pensions, life assurances and/or superannuation and grant pensions or retiring allowances to persons who have been employed by the organisation or to their dependants
24.16 enter into any arrangement with any governments or authorities (supreme, municipal, local or otherwise) or any corporations, companies or persons that may seem conducive to the attainment of the organisation’s purposes or any of them;
24.17 purchase and maintain insurance (including trustee indemnity insurance for the purposes of section 68a of the 2005 Act) for or for the benefit of any persons who are or were at any time charity trustees, charity trustees, officers or employees of the organisation or who are or were at any time trustees of any pension or retirement benefit scheme for the benefit of any employees or ex-employees of the organisation including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any Act or omission in the actual or purported execution or discharge of their duties or in the exercise of their powers or otherwise in connection with their duties, powers or offices in relation to the organisation or pension or retirement benefit scheme;
24.18 act as agents in the channelling of funds, grants and any other monies available from any source;
24.19 subject to such consents as may be required by law, borrow or raise money for the purposes of the organisation on such terms and on such security as may be thought fit, and whether by the creation and issue of debentures or debenture stock or otherwise.
24.20 guarantee and/or give security (either by way of mortgage or charge on all or any part of the property of the organisation or otherwise) for the payment of money by or in the performance of obligations of any company being a charitable company;
24.21 draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments and to operate banking accounts (including online, telephone and other forms of account);
24.22 make any charitable donation either in cash or assets in furtherance of the primary purposes of the organisation;
24.23 to hold and invest (including by way of discretionary fund management) the organisation property in any form of investment (whether involving liability or not and whether or not authorised by law for the investment of trust monies) which the charity trustees could make if they were absolutely and beneficially entitled to the organisation property. In doing so, the charity trustees shall act in accordance with Part 3 of the 2005 Act as if they were trustees in terms of Part 3 of the 2005 Act. namely:-
24.23.1 before exercising any power of investment, the charity trustees shall:-
(a) have regard to the suitability to the organisation of the proposed investment;
(b) have regard to the need for diversification of investments of the trust, in so far as is appropriate to the circumstances of the organisation;
(c) before exercising that power of investment, obtain and consider proper advice about the way in which the power should be exercised; and
(d) when reviewing the investments of the trust, obtain and consider proper advice about whether the investments should be varied.
24.23.2 in particular but without limitation, the charity trustees may invest all or any part of the organisation property:-
(a) in stocks, shares, debenture stocks or other investments (whether quoted on a stock exchange or not);
(b) in any interest in land or property and/or in the development or redevelopment of land or property; and
(c) by placing the same on deposit or current account with any bank, insurance company, building society, finance company or local authority at such rate of interest (if any) and upon such terms as the charity trustees may think fit;
24.24 lend any such monies to any other companies (charitable or otherwise), institutions, societies, foundations or associations formed for the said purposes having objects altogether or in part similar to or compatible with those of the organisation or to any individuals or firms for any purpose similar to such objects and that on such terms as to security or otherwise as the organisation thinks fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided;
24.25 purchase or otherwise acquire and undertake all or any of the property, assets, liabilities and engagements of any one or more of the charitable associations, foundations, institutions, companies, societies or bodies with which the organisation is authorised to co- operate or federate;
24.26 pay out of the funds of the organisation the costs, charges and expenses of and incidental to the formation and registration of the organisation;
24.27 do all such other things as are necessary or incidental to the attainment of the purposes of the organisation or any of them; and
24.28 undertake any activity which directly or indirectly promotes any of the purposes of the organisation.
Annual General Meeting
25 The Board must arrange a meeting of the Charity Trustees (an annual general meeting or "AGM") in each calendar year, reporting on the immediately preceding financial year of the organisation.
26 The gap between one AGM and the next must not be longer than 15 months.
27 Notwithstanding clause 25, 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 incorporated and entered on the Scottish charity Register.
28 The business of each AGM must include:-
28.1 a report by the Chairperson on the activities of the organisation;
28.2 consideration of the annual statement of account of the organisation, as prepared under Section 44 of the Charities and Trustee Investment (Scotland) Act 2005;
28.3 the election/re-election of Charity Trustees, as referred to in clauses 29 and 30.
Retiral
29 At each AGM, one third of the charity trustees (to the nearest round number) shall retire from office.
30 The charity trustees to retire from office under clause 29 shall be those who have been longest in office since they were last appointed or re-appointed, as between charity trustees who were last appointed/re-appointed on the same date, the question of which of them is to retire shall be determined by some random method.
Termination of Office
31 A Charity Trustee will automatically cease to hold office if: -
31.1 he/she becomes disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005; or
31.2 he/she becomes incapable for medical reasons of carrying out his/her duties as a charity trustee - but only if that has continued (or is expected to continue) for a period of more than six months; or
31.3 he/she enters into a full time or part time employment contract with the organisation, with the exception of employment as described in clauses 45 and 46; or
31.4 he/she/it gives the organisation a notice of resignation, signed by him/her/its authorised representative; or
31.5 he/she/it is 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 him/her/it from office; or
31.6 he/she/it is removed from office by resolution of the Board on the grounds that he/she/it is considered to have committed a material breach of the code of conduct for Charity Trustees (as referred to in clauses 49 and 50); or
31.7 he/she/it is removed from office by resolution of the board on the grounds that he/she/it is considered to have been in serious or persistent breach of his/her/its duties under section 66(1) or (2) of the Charities and Trustee Investment (Scotland) Act 2005; or
31.8 he/she/it is removed from office for any other reason by resolution of the Board.
32 A resolution under sub-clauses 31.5, 31.6, 31.7, 31.8 shall be valid only if: -
32.1 the Charity Trustee who is the subject of the resolution is given 14 days written notice of the grounds upon which the resolution for his/her/its removal is to be proposed;
32.2 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
32.3 at least two thirds (to the nearest round number) of the Charity Trustees vote in favour of the resolution as set out in clause 73.
Register of Charity Trustees
33 The Board must keep a register of Charity Trustees, setting out for each current Charity Trustee:
33.1.1 his/her/its full name and address; and
33.1.2 the date on which he/she/it was appointed as a Charity Trustee; and
33.1.3 any office held by him/her/it in the organisation; and
33.2 for each former Charity Trustee - for at least 6 years from the date on which he/she/it ceased to be a Charity Trustee:
33.2.1 the name of the Charity Trustee; and
33.2.2 any office held by him/her/it in the organisation; and
33.2.3 the date on which he/she/it ceased to be a Charity Trustee.
34 The Board must ensure that the register of Charity Trustees is updated within 28 days of any change:
34.1 which arises from a resolution of the Board; or
34.2 which is notified to the organisation.
35 If any person requests a copy of the register of charity trustees, the Board 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 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
36 The Charity Trustees must elect (from among themselves) a Chairperson.
37 In addition to the office-bearer required under clause 36, the Charity Trustees may elect (from among themselves) further office-bearers if they consider that appropriate.
38 All of the office-bearers will cease to hold office at the conclusion of each AGM, but may then be re-elected at the first Board meeting after the AGM, under clause 36 and 37.
39 A person/nominated individual/corporate body elected to any office will automatically cease to hold that office:-
39.1 if he/she/it ceases to be a charity trustee; and/or
39.2 if he/she/it gives to the organisation a notice of resignation from that office, signed by him/her/its authorised officer.
Powers of Board
40 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.
41 A meeting of the Board at which the appropriate quorum (as set out in clauses 59 and 72) is present may exercise all powers exercisable by the Board.
Charity Trustees - General Duties & Remuneration
42 Each of the Charity Trustees has a duty, in exercising their functions as a Charity Trustee, to act in the interests of the organisation; and, in particular, must:-
42.1 seek, in good faith, to ensure that the organisation acts in a manner which is in accordance with its purposes; and
42.2 act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person; and
42.3 in circumstances giving rise to the possibility of a conflict of interest between the organisation and any other party:
42.4 put the interests of the organisation before that of the other party; or
42.5 where any other duty prevents him/her from doing so, disclose the conflicting interest to the organisation and refrain from participating in any deliberation or decision of the other Charity Trustees with regard to the matter in question;
42.6 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.
43 In addition to the duties outlined in clause 42, all of the Charity Trustees must take such steps as are reasonably practicable for the purpose of ensuring: -
43.1 that any breach of any of those duties by a Charity Trustee is corrected by the Charity Trustee concerned and not repeated; and
43.2 that any Charity Trustee who has been in serious and persistent breach of those duties is removed as a Charity Trustee as described in clause 31.7.
44 Provided he/she/it has declared his/her/its interest - and has not voted on the question of whether or not the organisation should enter into the arrangement - a Charity Trustee will not be debarred from entering into an arrangement with the organisation in which he/she/it has a private interest; and (subject to clauses 45 and 46 and to the provisions relating to remuneration for services contained in Sections 67, 68 and 68A of the Charities and Trustee Investment (Scotland) Act 2005), he/she/it may retain any private benefit which arises from that arrangement.
45 No Charity Trustee may serve as an employee (having entered into a full time or part time contract) of the organisation with the only exception being as stated in clause 46.
46 For the avoidance of doubt, it is permissible for a Charity Trustee to be employed as a temporary sessional worker, provided that:
46.1 such employment is explicitly authorised by the Board; and
46.2 it is temporary; and 46.3 it be in accordance with the rules laid down in clause 44.
47 No Charity Trustee may be given any remuneration by the organisation for carrying out his/her/its duties as a Charity Trustee.
48 The Charity Trustees may be paid all ‘out of pocket’ 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. The Charity Trustees must have a written procedure on such matters.
Code of Conduct for Charity Trustees
49 Each of the Charity Trustees shall comply with the code of conduct of the organisation (incorporating detailed rules on conflict(s) of interest) adopted by the Board.
50 The code of conduct referred to in clause 49 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. All relevant provisions of this constitution shall be interpreted and applied in accordance with the provisions of the code of conduct which must be annually reviewed by the Board.
Decision-Making by the Charity Trustees
51 The trustees may regulate their proceedings as they think fit, subject to the provisions of this constitution.
Notice of Meetings
52 Any Charity Trustee may call a meeting of the Board and/or ask the Chairperson to call a meeting of the Board.
53 At least 14 clear days notice must be given of the AGM, or of a Board meeting at which the business of the meeting includes consideration of any resolution.
54 At least 7 clear days notice must be given for other Board meetings unless in the opinion of the Chairperson there is a degree of urgency which makes that inappropriate.
55 The notice calling an AGM or a Board meeting at which the business of the meeting includes consideration of any resolution, must specify in general terms what business is to be dealt with at the meeting; and
55.1 in the case of any other resolution falling within clause 73 (requirement for two-thirds majority) must set out the exact terms of the resolution.
56 The reference to “clear days” in clauses 53 and 54 shall be taken to mean that, in calculating the period of notice,
56.1 the day after the notices are posted (or sent by e-mail) should be excluded; and
56.2 the day of the meeting itself should also be excluded.
57 Notice of the AGM and Board meetings must be given to all the Charity Trustees; but the accidental omission to give notice to one or more Charity Trustees will not invalidate the proceedings at the meeting.
58 Any notice which requires to be given to a Charity Trustee under this constitution must be: -
58.1 sent by post to the Charity Trustee, at the address last notified by him/her to the organisation and on the register of charity trustees as described in clause 33; and/or
58.2 sent by e-mail to the Charity Trustee, at the e-mail address last notified by him/her to the organisation. It is the responsibility of each Charity Trustee to keep their personal email details up to date.
Procedure at Board Meetings
59 No valid decisions can be taken at a Board meeting unless a quorum is present; the quorum for Board meetings is two or the number nearest to one third of the total number of trustees whichever is the greater or such larger number as may be decided from time to time by the trustees, present in person, except for Board meetings at which a resolution(s) is to be considered, as described in clause 72.
60 If at any time the number of Charity Trustees in office falls below the number stated as the quorum in clause 59, the remaining Charity Trustee(s) will have power to fill the vacancies - but will not be able to take any other valid decisions.
61 The Chairperson of the organisation should act as convenor of each Board meeting.
62 If the Chairperson is not present within 15 minutes after the time at which the meeting was due to start (or is not willing to act as convenor), the Charity Trustees present at the meeting must elect (from among themselves) the person who will act as chairperson of that meeting.
63 Every Charity Trustee has one vote, which must be given personally except in the case of a vote with regard to a resolution under clause 69 and 70. A Charity Trustee may participate in a meeting by means of telephone or similar conference communications whereby all the charity trustees participating in the meeting can communicate with each other and the charity trustees participating in a meeting in this manner shall be deemed to be present at such meeting. For the avoidance of doubt a decision (in terms of clause 65) can be constituted by, for example, an exchange of emails. In determining whether or not a Charity Trustee is participating in a meeting, it is irrelevant where any Charity Trustee is or how they communicate with each other. If all the Charity Trustees participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.
64 All decisions at Board meetings will be made by majority vote. (For procedure on resolutions either at Board meetings or AGMs see clauses 69 - 76).
65 If there are an equal number of votes for and against any decision, the convenor of the meeting (in the circumstances described in clause 62) will be entitled to a second (casting) vote.
66 The Board may, at its discretion, allow any person to attend and speak at a Board meeting notwithstanding that he/she is not a Charity Trustee - but on the basis that he/she must not participate in decision-making. The minute of that meeting must make the status of any such person clear for the avoidance of doubt as to their status.
67 A Charity Trustee must not vote at a Board meeting (or at a meeting of a subcommittee) on any decision which relates to a matter in which he/she/it has a private interest or duty which conflicts (or may conflict) with the interests of the organisation; he/she/it must withdraw from the meeting while an item of that nature is being dealt with as described in clause 42, 49 and 50.
68 For the purposes of clause 67: -
68.1 Any private 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 and their spouses etc) shall be deemed to be held by that Charity Trustee; and/or
68.2 a Charity Trustee will be automatically deemed to have a private interest in relation to a particular matter, if a body in relation to which he/she is an employee, director, member of the management committee, charity trustee, officer or elected representative has an interest in that matter.
Voting on Resolutions
69 Every Charity Trustee has one vote with regard to voting on resolutions, which (whether on a show of hands or on a secret ballot as described in clauses 75 and 76) may be given either personally, or by proxy given to a fellow Charity Trustee.
70 A member who wishes to appoint a fellow Charity Trustee as their proxy to vote on his/her/its behalf with regard to (and only with regard to) resolutions, must lodge with the convenor of that meeting (in the circumstances described in clause 62), prior to the time when the meeting commences, a written proxy authorisation form, signed by him/her/its authorised representative.
71 All decisions on resolutions will be made by majority vote - with the exception of the types of resolution listed in clause 73.
72 The quorum for meetings (AGMs or Board meetings) at which a resolution(s) is to be considered is two or the number nearest to one-third of the total number of trustees whichever is the greater or such larger number as may be decided from time to time by the trustees. For these meetings, and these meetings only, this quorum shall include proxies as described in clauses 69 and 70.
73 The following resolutions will be valid only if passed by not less than two thirds of those voting (either in person or by proxy as described in clauses 69 and 70) on the resolution at an AGM or at a Board meeting (or if passed unanimously by way of a written resolution under clause 77) and will also be subject, (with the exception of clauses 73.2 and 73.3) to clause 93:
73.1 a resolution amending the constitution (including changing the name of the organisation); or
73.2 a resolution expelling a person from Charity Trusteeship under clauses 31.5, 31.6, 31.7 or 31.8; or
73.3 a resolution directing the Board to take any particular action (or directing the board not to take any particular action); or
73.4 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); or
73.5 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); or
73.6 a resolution for the winding-up of the organisation.
74 If there are an equal number of votes for and against any resolution, the convenor (in the circumstances described in clause 62), will be entitled to a second (casting) vote.
75 A resolution put to the vote at an AGM or Board meeting will be decided on a show of hands - unless the convenor of the meeting (or at least two other Charity Trustees present at the meeting, whether voting personally or as proxies), ask for a secret ballot.
76 The Chairperson of the meeting will decide how any secret ballot is to be conducted, and he/she will declare the result of the ballot at the meeting.
Written resolutions by Charity Trustees
77 A resolution agreed to in writing (including by e-mail) by all the Charity Trustees will be as valid as if it had been passed at an AGM or Board meeting; the date of the resolution will be taken to be the date on which the last member agreed to it and it must be unanimous.
Minutes
78 The Board must ensure that proper minutes are kept in relation to all Board meetings and meetings of sub-committees.
79 The minutes to be kept under clause 78 must include the names of those present; and (so far as possible) should be signed by the convenor of the meeting.
80 With due reference to all applicable statutory requirements, it is wholly at the discretion of the Board as to whether or not the minute of a meeting, or any excerpt from the minute of a meeting, is to be made available to members of the public or any body.
ADMINISTRATION
Delegation to sub-committees
81 The Board may delegate any of their functions or 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.
82 The Board may also delegate to the Chairperson of the organisation (or the holder of any other post) such of their powers (but not their responsibilities) as they may consider appropriate.
83 When delegating powers under clause 81 or 82, the Board must set out appropriate conditions (which must include an obligation to report regularly to the Board).
84 Any delegation of powers under clause 81 or 82 may be revoked or altered by the Board at any time.
85 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
86 Subject to clause 87, 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.
87 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 86.
Accounting Records and Annual Accounts
88 The Board must ensure that proper accounting records are kept, in accordance with all applicable statutory requirements.
89 The Board must prepare an annual statement of account, complying with all relevant statutory requirements; which includes deciding the correct format of the accounts, and the appropriate external scrutiny requirement by either a registered auditor or an appropriately qualified independent examiner.
MISCELLANEOUS
Dissolution and Wind-up of the Organisation
90 If the organisation is to be dissolved and wound-up, the dissolution and wind-up process will be carried out in accordance with the procedures set out under the Charities and Trustee Investment (Scotland) Act 2005 and the Scottish Charitable Incorporated Organisation (Removal from Register and Dissolution) Regulations 2011.
91 Any surplus assets available to the organisation immediately preceding its winding-up 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
92 This constitution may (subject to clause 93) be altered by resolution of the Charity Trustees passed at an AGM or Board meeting (subject to achieving the two thirds majority referred to in clause 73) or by way of a unanimous written resolution of the members (as described in clause 77).
93 The Charities and Trustee Investment (Scotland) Act 2005 requires that consent is sought from the Office of the Scottish Charity Regulator (OSCR) to action the following changes: change of name, an alteration to the purposes, amalgamation and/or winding-up.
Interpretation
94 References in this constitution to the Charities and Trustee Investment (Scotland) Act 2005 and other statutory regulations should be taken to include:
94.1 any statutory provision which adds to, modifies or replaces that Act or the regulations; and
94.2 any statutory instrument issued in pursuance of that Act or in pursuance of any statutory provision falling under paragraph 90.1 above. In this constitution:
94.3 “charity” means a body which is either a “Scottish charity” within the meaning of section 13 of the Charities and Trustee Investment (Scotland) Act 2005 or a “charity” within the meaning of section 1 of the Charities Act 2006, providing (in either case) that its objects are limited to charitable purposes; and
94.4 “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.