Constitution 

August 2017

 
75     Any charity trustee may call a meeting of the board or ask the secretary to call a meeting of the board.
76      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
77      No valid decisions can be taken at a board meeting unless a quorum is present; the quorum for board meetings is 3 charity trustees, present in person.
78      If at any time the number of charity trustees in office falls below the number stated as the quorum in clause 79 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.
79      The chair of the organisation should act as chairperson of each board meeting.
80      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. 
81       Every charity trustee has one vote, which must be given personally. 
82       All decisions at board meetings will be made by majority vote.
83       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.
84     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.
85      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 he/she has a personal interest or duty which conflicts (or may conflict) with the interests of the organisation; he/she must withdraw from the meeting while an item of that nature is being dealt with.

86       For the purposes of clause 85 -
         86.1 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;
         86.2  a charity trustee will be deemed to have a personal interest in relation to a particular matter if a body in relation to which he/she is an employee, director, member of the management committee, officer or elected representative has an interest in that matter.
Minutes
87    The board shall (subject to clause 88) make available copies of the minutes to any member of the public requesting them.
88     The board may exclude from any copy minutes made available to a member of the public under clause 89 any material which the board considers ought properly to be kept confidential - on the grounds that allowing access to such material could cause significant prejudice to the interests of the organisation or on the basis that the material contains reference to employee or other matters which it would be inappropriate to divulge.
ADMINISTRATION
Delegation to sub-committees
89    The board may delegate any of their powers to sub-committees; a sub-committee must include at least one charity trustee, but other members of a sub-committee need not be charity trustees.
90     The board may also delegate to the chair of the organisation (or the holder of any other post) such of their powers as they may consider appropriate.
91      When delegating powers under clause 89 or 90 the board must set out appropriate conditions (which must include an obligation to report regularly to the board).
92       Any delegation of powers under clause 89 or 90 may be revoked or altered by the board at any time.
93     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
94     Subject to clause 95, 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.
95      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 94. 
Accounting records and annual accounts
96     The board must ensure that proper accounting records are kept, in accordance with all applicable statutory requirements.
97      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.
MISCELLEANOUS
Winding-up
98     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. 
99    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
100    This constitution may (subject to clause 103) be altered by resolution of the members passed at a members’ meeting (subject to achieving the two thirds majority referred to in clause 38 or by way of a written resolution of the members.  
101    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
102    References in this constitution to the Charities and Trustee Investment (Scotland) Act 2005 should be taken to include: -
         102.1 any statutory provision which adds to, modifies or replaces that Act; and 
         102.2 any statutory instrument issued in pursuance of that Act or in pursuance of any statutory provision falling under paragraph 102.1above.
103     In this constitution: - 
         103.1 “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;
         103.3 “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.


 


CONSTITUTION

of

WEST END GROWING GROUNDS ASSOCIATION [SCIO]




CONTENTS
GENERAL
type of organisation, Scottish principal office, name, purposes, powers, liability, general structure
clauses 1 - 9
MEMBERS
qualifications for membership, application, subscription, register of members, withdrawal, transfer, re-registration, expulsion, termination
clauses 10 - 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- 43
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 44- 82

DECISION-MAKING BY THE CHARITY TRUSTEES
notice, procedure at board meetings, minutes
clauses 83 - 88
ADMINISTRATION
sub-committees, operation of accounts,  accounting records and annual accounts
clauses 89 - 97

MISCELLANEOUS
winding up, alterations to the constitution, interpretation
clauses 98-103


GENERAL

Type of organisation

1 The organisation is a Scottish Charitable Incorporated Organisation (SCIO).
Principal office
2 The principal office of the organisation is in Renfrewshire
 
Name
3 The name of the organisation is “West End Growing Grounds Association (SCIO]”.
Purposes
4 The organisation’s purposes are to:
4.1 Reduce poverty and encourage community cohesion
4.2 Improve community health and wellbeing by encouraging appreciation of’ and interest and participation in, horticulture.
4.3 Engage in educational activities that promote an understanding of horticulture and the nutritional benefits of local sustainable own-grown food production.
4.4 Provide and manage spaces and buildings that allow access and use, primarily, for the enjoyment and benefit of members and the local community.
4.5 Raise awareness of, and contribute to, a reduction in Renfrewshire’s carbon footprint and “food miles”.
Powers
5 The organisation has power to do anything which is calculated to further its purposes or is conducive or incidental to doing so. In particular:-
5.1 Employ staff to supervise, organise and carry out the Association’s work.
5.2 Acquire membership of organisations whose activities and interests are compatible with the aims of the Association.
5.3 Make regulations for the management of acquired or leasedproperty and the activities therein.
5.4 Make applications to trusts and grant aid bodies and invite and receive contributions from subscriptions and donations.
5.5 Purchase, lease or exchange, hire or otherwise acquire any property necessary for the promotion of the Association and the alteration and maintenance of any spaces or buildings. 
5.6 Lawfully invest the Association’s funds, not immediately required, as may be thought fit.
5.7 The Chairperson, Secretary or Treasurer may execute legal documents on behalf of the association.  Any two of the association Office Bearers shall be signatories.
5.8 No part of the income or property of the Association may be paid or transferred (directly or indirectly) to the members - either in the course of the Association’s existence or on dissolution - except where this is done in direct furtherance of the Association’s charitable purposes.
Liability of members
6 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.
7 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
8 The structure of the organisation consists of:-
8.1 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;
8.2 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.
9 The people serving on the board are referred to in this constitution as CHARITY TRUSTEES. 
 
MEMBERS
Qualifications for membership
10 Membership is open to:-
10.1 Any individual aged 16 or over who reside in, or has an active interest in an organisation, within Renfrewshire.
         10.2 Community groups whose members will benefit from participation in the Association’s activities and/or use of its facilities.
11       Priority will be afforded to those who live locally
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 board may, at its discretion, refuse to admit any person to membership.
15      The board will notify each applicant promptly (in writing or by e-mail) of its decision on whether or not to admit him/her to membership.
Membership subscription
16       A scale of membership fees for those wishing to participate in horticultural activities will be determined annually by the Board of Trustees. Membership fees are non-refundable.
Withdrawal from membership
17      Any person or group wishing to withdraw from membership must give a written and signed notice of withdrawal to the organisation, and will cease to be a member as from the time when the notice is received by the organisation.
Transfer of membership
18     Membership of the organisation may not be transferred by a member.
Re-registration of members
19     The board may, at any time, issue notices to members requiring them to confirm that they wish to remain as members of the organisation, and allowing them a period of 28 days (running from the date of issue of the notice) to provide that confirmation to the board. 
20      If a member fails to provide confirmation to the board (in writing or by e-mail) that he/she wishes to remain as a member of the organisation before the expiry of the 28-day period referred to in clause 21, the Board may expel him/her from membership.
21       A notice under clause 19 will not be valid unless it refers specifically to the consequences (under clause 20) of failing to provide confirmation within the 28-day period.  
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 Board' 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 a Board meeting at which the resolution is proposed.
Termination
23           Membership of the organisation will terminate on death. 
DECISION-MAKING BY THE MEMBERS
Members’ meetings
24      The board will arrange a meeting of members (an annual general meeting or "AGM") in each calendar year.
25      The business of each AGM will include:-
          25.1   a report by the chair on the activities of the organisation;
           25.2   consideration of the annual accounts of the organisation;
           25.3  the election/re-election of charity trustees, as referred to in clauses 49 to 53.
26       The board may arrange a special members' meeting at any time.
Power to request the board to arrange a special members’ meeting
27    The board will arrange a special members’ meeting if 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, and stating the purposes for which the meeting is to be held. Such meeting will be held within 28 days of receipt of the written notice.
 
         Notice of members’ meetings
28      At least 14 clear days’ notice shall be given of any AGM or any special members' meeting.
29      The notice calling a members' meeting will specify in general terms what business is to be dealt with at the meeting; and
         29.1 in the case of a resolution to alter the constitution, willset out the exact terms of the proposed alteration(s); or
        29.2 in the case of any other resolution falling within clause 38 (requirement for two-thirds majority) must set out the exact terms of the resolution.
30      Notice of every members' meeting will 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.
31      Any notice which requires to be given to a member under this constitution will be:
          31.1 sent by post to the member, at the address last notified by him/her to the organisation; or
           31.2 sent by e-mail to the member, at the e-mail address last notified by him/her to the organisation.
Procedure at members’ meetings
32     The quorum for a members' meeting is 8 members, present in person. 
33      If a quorum is not present within 15 minutes after the time at which a members' meeting is 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. 
34      The chair of the organisation will act as chairperson of each members' meeting.
35       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
36       Every member has one vote, which must be given personally.
37       All decisions at members' meetings will be made by majority vote - with the exception of the types of resolution listed in clause 45.
38      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 49):
           38.1 a resolution amending the constitution;
           38.2 a resolution expelling a person from membership under clause22 
           38.3  a resolution directing the board to take any particular step (or directing the board not to take any particular step);
           38.4 a resolution approving the amalgamation of the Association with another SCIO (or approving the constitution of the new SCIO to be constituted as the successor pursuant to that amalgamation);
          38.5 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);
         38.6 a resolution for the winding up or dissolution of the organisation.
39       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.
40       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.
41      The chairperson 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 members
42       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
43     The board shall make available copies of the minutes 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 90
BOARD
Number of charity trustees
44      The maximum number of charity trustees is 7; out of that:
          44.1 no more than 5 shall be charity trustees who wereelected/appointed under clauses 49 and 50 (or deemed to have been appointed under clause 48; and 
           44.2 no more than 2 shall be charity trustees who were co-opted under the provisions of clauses 54 and 55.
45       The minimum number of charity trustees is 3.
Eligibility
46      A person shall not be eligible for election/appointment to the board under clauses 49 to 51 unless he/she is a member of the organisation; a person appointed to the board under clause 62 need not, however, be a member of the organisation.
47       A person will not be eligible for election or appointment to the board if he/she is: -
         47.1  disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005; or
          47.2  an employee of the organisation.
Initial charity trustees
48      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 
49       At each AGM, the members may elect any member (unless he/she is debarred from membership under clause 47) to be a charity trustee.
50      The board may at any time appoint any member (unless he/she is debarred from membership under clause 47 to be a charity trustee.
51      At each AGM, all of the charity trustees elected/appointed under clauses 44 and 59 (and, in the case of the first AGM, those deemed to have been appointed under clause 48) shall retire from office – but shall then be eligible for re-election under clause 49.
52       A charity trustee retiring at an AGM will be deemed to have been re-elected unless: -
53       he/she advises the board prior to the conclusion of the AGM that he/she does not wish to be re-appointed as a charity trustee; or
         53.1 an election process was held at the AGM and he/she was not among those elected/re-elected through that process; or 
         53.2 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
54       In addition to their powers under clause 59, the board may at any time appoint any non-member of the organisation to be a charity trustee (subject to clause 44, and providing he/she is not debarred from membership under clause 56)] or on the basis that he/she has specialist experience and/or skills which could be of assistance to the board.
55      At each AGM, all of the charity trustees appointed under clause 49shall retire from office – but shall then be eligible for re-appointment under that clause.
Termination of office
56      A charity trustee will automatically cease to hold office if: -
          56.1 he/she becomes disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005;
          56.2  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;
          56.3  (in the case of a charity trustee elected/appointed under clauses 49 to 51) he/she ceases to be a member of the organisation;
          56.4  he/she becomes an employee of the organisation;
         56.5  he/she gives the organisation a notice of resignation, signed by him/her;
         56.6  he/she 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 from office;
         56.7  he/she is removed from office by resolution of the board on the grounds that he/she is considered to have committed a material breach of the code of conduct for charity trustees (as referred to in clause 73);
         56.8  he/she is removed from office by resolution of the board on the grounds that he/she is considered to have been in serious or persistent  breach of his/her duties under section 66(1) or (2) of the Charities and Trustee Investment (Scotland) Act 2005; or
         56.9  he/she is removed from office by a resolution of the members passed at a members’ meeting.
57       A resolution under paragraph 56.7, 56.8 or 56.9 shall be valid only if: -
          57.1  the charity trustee who is the subject of the resolution is given reasonable prior written notice of the grounds upon which the resolution for his/her removal is to be proposed;
          57.2  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
         57.3  (in the case of a resolution under paragraph 64.7 or 64.8) 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
58     The board must keep a register of charity trustees, setting out
          58.1 for each current charity trustee:
          58.1.1 his/her full name and address; 
          58.1.2 the date on which he/she was appointed as a charity trustee; and
         58.1.3 any office held by him/her in the organisation;  
          58.2 for each former charity trustee - for at least 6 years from the date on which he/she ceased to be a charity trustee:
          58.2.1 the name of the charity trustee;
          58..2.2 any office held by him/her in the organisation; and
          58.2.3  the date on which he/she ceased to be a charity trustee. 
59      The board must ensure that the register of charity trustees is updated within 28 days of any change:
          61.1 which arises from a resolution of the board or a resolution passed by the members of the organisation; or 
          61.2 which is notified to the organisation.  
60     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 Association is satisfied that including that information is likely to jeopardise the safety or security of any person or premises.
Office-bearers
61     The charity trustees will elect (from among themselves) a chair, a treasurer and a secretary.
62    In addition to the office-bearers required under clause 63, the charity trustees may elect (from among themselves) further office-bearers if they consider that appropriate.
63     All of the office-bearers will cease to hold office at the conclusion of each AGM, but may then be re-elected under clause 63 or 64.
64       A person elected to any office will automatically cease to hold that office: -
          66.1 if he/she ceases to be a charity trustee; or
          66.2  if he/she gives to the organisation a notice of resignation from that office, signed by him/her.
Powers of board
65      Except where this constitution states otherwise, the Association (and its assets and operations) will be managed by the board and the board may exercise all the powers of the Association.
66      A meeting of the board at which a quorum is present may exercise all powers exercisable by the board.
67      The members may, by way of a resolution passed in compliance with clause 38 (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
68      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:-
         68.1 seek, in good faith, to ensure that the organisation acts in a manner which is in accordance with its purposes;
          68.2 act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person;
         68.3 in circumstances giving rise to the possibility of a conflict of interest between the organisation and any other party:
           68.3.1 put the interests of the organisation before that of the other party;
         68.3.2 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;
                  68.3.3 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.
69       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: -
         69.1 that any breach of any of those duties by a charity trustee is corrected by the charity trustee concerned and not repeated; and
         69.2 that any trustee who has been in serious and persistent breach of those duties is removed as a trustee.
70      Provided he/she has declared his/her interest - and has not voted on the question of whether or not the organisation should enter into the arrangement - a charity trustee will not be debarred from entering into an arrangement with the organisation in which he/she has a personal interest; and (subject to clause 79 and to the provisions relating to remuneration for services contained in the Charities and Trustee Investment (Scotland) Act 2005), he/she may retain any personal benefit which arises from that arrangement.
71      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 his/her duties as a charity trustee. 
72      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
73      Each of the charity trustees shall comply with the code of conduct (incorporating detailed rules on conflict of interest) prescribed by the board from time to time.
74     The code of conduct referred to in clause 73 shall be supplemental to the provisions relating to the conduct of charity trustees contained inthis 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