AMS Constitution SCIO

Constitution of Association of Malawians in Scotland (AMS)

SCO40207

  1. The organisation (the “Charity”) will, upon registration, be a Scottish Charitable Incorporated Organisation (SCIO).

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

3. The name of the Charity is “Association of Malawians in Scotland” and shall be abbreviated as AMS.

4. This clause shall be interpreted as if it incorporates an over-riding qualification limiting the powers of the Charity such that any activity which would otherwise be permitted by the terms of the constitution may be carried on only if that activity furthers a purpose which is regarded as charitable. Subject to that overriding qualification, the Charity’s principal purpose is for the benefit of disadvantaged Malawians by reason of old age, disability, poverty, and ill health and in furtherance thereof: –

    4.1. Creating and maintaining a directory of Malawians in Scotland.
    4.2. Providing a means by which Malawians in Scotland can integrate into and engage with Scottish society.
    4.3. Raising funds to support the work of the association and its members.
    4.4. Operating charitable projects in Malawi and Scotland.
    4.5. Acting as a social support group for Malawians in Scotland.
    4.6. Providing advisory services to the Scottish Government and to Scottish charities, groups and individuals with interest in Malawi.
    4.7. Organising social events for Malawians in Scotland and for other interested parties.
    4.8. Do all things which are lawful to promote the principal purpose of the association.
5. The Charity 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 Charity may be paid or transferred (directly or indirectly) to the Members – either in the course of the Charity’s existence or on dissolution – except where this is done in direct furtherance of the Charity’s charitable purposes.

7. The Members of the Charity 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 Charity is unable to meet its debts, the Members will not be held responsible.
8. The Members and 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 Charity consists of:

9.1. The MEMBERS – who have the right to attend Members’ meetings (including any annual general meetings) 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 Charity; for example, the board is responsible for monitoring and controlling the financial position of the Charity.

9.3. The TRUSTEES – who are independent from the board shal monitor the affairs of the board, including scrutiny of finances.

10. The people serving on the board are referred to in this Constitution as “Trustees”.

Qualifications of members
11. Membership is open to:
11.1. Any corporate body; and
11.2. Any individual who has been nominated for membership by an unincorporated body, who or which each meet the membership criteria set out in clause 13.
12. No more than one individual nominated under paragraph 11.2 by each unincorporated body may be a Member of the Charity at any given time. 13. Membership qualifications Membership is open to individuals and organisations provided they:-
13.1. Accept the purposes of the Charity; and
13.2. Are prepared to work for the aims of the Charity.
14. Employees of the Charity are not eligible for membership.

Application for membership

On incorporation, the Members of the SCIO shall comprise: –

15. Those corporate bodies which were members of the AMS, unincorporated organisation, immediately prior to the Conversion;
16. Representatives of unincorporated bodies which
(i) are members of the Charity, the unincorporated organisation, immediately prior to the Conversion and
(ii) have nominated a representative to act as a Member prior to the Conversion; and
17. The Trustees. Such members shall be deemed to have paid their subscription to the charity for the period to 31 December of each year/current year.
18. In addition to those persons who become Members under article 15, any person or body who/which wishes to become a member must sign a written application along with the remittance to meet the annual subscription.
19. In the case of an application by a corporate body under paragraph 11.1, the application must be signed by an appropriate officer of that body and must nominate a person to act as its representative in applying for membership, in exercising the rights of nomination and nominating a new representative. Such nominations may also provide for an alternative nominee to represent the organisation when the primary nominee is not available. For as long as the organisation is a Member, such nomination shall continue until the Charity receives notification from the organisation of any changes.
20. In the case of an application by an individual who has been nominated for membership by an unincorporated body under paragraph 11.2, the application must also be signed by an appropriate office bearer of the unincorporated body. Such nominations may also provide for an alternative nominee to represent the organisation when the primary nominee is not available. Such nomination shall continue until the Charity receives notification from the organisation of any changes.
21. The board shall delegate the consideration of applications received by the Charity to any employee of the Charity. That employee may, at his or her discretion, refuse to admit any person or body to membership.
22. A person whose application for membership has been rejected has the right to appeal to the board; the board will consider such an appeal at the next board meeting.
23. The board, at its discretion, may refuse to admit any person or body to membership.
24. Each applicant must be notified (in writing or by e-mail) of the decision on whether or not to admit him/her/it to membership. If the decision was to refuse admission, any remittance lodged by him/her under clause 16 shall be returned to the applicant.
Membership subscription
25. Members shall require paying an annual membership subscription fee (the “Subscription”).
26. The annual membership subscription fee is £60 per annum or £5 per month for a single member and £120 per annum for a couple or £10 per month. Children below the age of 18 will have free membership. This is reviewable at the discretion of the board. (Please check our website regularly: Join AMS Membership Scheme
27. The subscription shall be payable when an initial application is made, and in subsequent years by 1 December in each year.
28. The board may vary the amount of the Subscription and/or the date on which it falls due in each year.
29. If the Subscription payable by any Member remains outstanding more than four weeks after the date on which it fell due – and providing he/she/it has been given at least one written reminder – the board may (at its discretion), by resolution to that effect, expel him/her from membership (and for the avoidance of doubt, there is no right of appeal to such expulsion).
30. A person who ceases (for whatever reason) to be a Member or shall not be entitled to any refund of the Subscription. Register of members
31. The board must keep a Register of Members, setting out: –
32. For each current Member:-
33. His/her/ contact details viz.: full name, address, phone number and email address.
34. The date on which he/she/it was registered as a Member of the Charity; and
35. (In the case of an individual nominated under paragraph 11.2) the name of the unincorporated body which nominated him/her for membership. 36. For each former Member – for at least six years from the date on which he/she ceased to be a member: – 37. Contact details viz: full name, address, phone number and email address.
38. The date on which he/she/it ceased to be a member.
39. The board must ensure that the Register of Members is updated within 28 days of any change: – 40. Which arises from a resolution of the board or a resolution passed by the Members of the Charity; or 41. Which is notified to the Charity.
42. If a member or Trustee of the Charity requests a copy of the Register of Members, the board must, while ensuring that data protection procedures are adhered to ensure that a copy is supplied to him/her within 28 days, providing the request is reasonable; if the request is made by a member (rather than a Trustee), the board may provide a copy which has the addresses blanked out. Withdrawal from membership
43. Any person or body who/which wishes to withdraw from membership must give a written notice of withdrawal to the Charity, signed by him/her or (in the case of a corporate body) signed by an appropriate officer of that body.
44. An unincorporated body which has nominated an individual for membership may withdraw its nomination at any time by written notice to the Charity to that effect, signed by an appropriate office bearer of that body; on receipt of the notice by the organisation, the individual in question shall automatically cease to be a Member of the Charity. Transfer of membership
45. Membership of the Charity may not be transferred by a member. Expulsion from membership
46. Except in the case of non-payment of Subscription, in which case the provisions of article 27 shall apply, any person or body expelled from membership by the board in accordance with clause 91 shall have a right of appeal to the Members. In the event that an expelled person wishes to make such an appeal, the board shall convene a Members’ meeting, at which the Members shall be asked to ratify the board’s decision. Such a ratification can only be passed by not less than fifty per cent of those Members present (in person or by proxy) and voting at the Members’ meeting, provided the following procedures have been observed:-
47. At least 21 days’ notice of the intention to propose the resolution must be given to the expelled person, specifying the grounds for the proposed expulsion: and
48. The expelled person will be entitled to be heard on the resolution at the Members’ meeting at which the resolution is proposed.

DECISION-MAKING BY THE MEMBERS


Members’ meetings
49. The board must arrange a meeting of Members (an annual general meeting or “AGM”) in each calendar year. For the avoidance of doubt,
(i) office bearers; and
(ii) individuals who are not Members or a representative of a member and who have been nominated as Trustees, are entitled to attend an AGM but are not entitled to vote.
50. The gap between one AGM and the next must not be longer than 15 months.
51. Notwithstanding clause 36, an AGM does not need to be held during the calendar year in which the Charity is formed; but the first AGM must still be held within 15 months of the date on which the Charity is formed.
52. The business of each AGM must include: –
53. A report by the chairperson on the activities of the Charity.
54. consideration of the annual accounts of the Charity.
55. The election/re-election of charity trustees, as referred to in clauses 74 to 78.
56. The appointment/re-appointment of an independent examiner or auditor (as required by legislation): and
57. The election/re-election of office bearers.
58. The board may arrange a special Members’ meeting at any time.

Power to request the board to arrange a special Members’ meeting
59. The board must arrange a special Members’ meeting if they are requested to do so by a notice – which may take the form of one or more documents in the same terms, each signed by one or more Members (or in the case of a Member which is a corporate body, signed by an appropriate officer of that body) by at least 10 Members of the Charity at the time, providing
(i) the notice states the purposes for which the meeting is to be held; and
(ii) those purposes are not inconsistent with the terms of this constitution, the Charities and Trustee (Investment) Scotland Act 2005 or any other statutory provision.
60. If the board receives a notice under clause 40, 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.
61. No other business shall be transacted at a special Members’ meeting than the matters set out in the notice referred to in clause 40.

Notice of members’ meetings
62. At least 21 ‘clear days’ notice must be given of any AGM or any special Members’ meeting.
63. The notice calling a members’ meeting must specify in general terms what business is to be dealt with at the meeting; and: –
64. in the case of a resolution to alter the constitution, must set out the exact terms of the proposed alteration(s); or
65. in the case of any other resolution falling within clause 61 (requirement for two thirds majority) must set out the exact terms of the resolution.
66. The reference to “clear days” in clause 44 shall be taken to mean that, in calculating the period of notice: –
67. The day after the notices is posted (or sent by e-mail) should be excluded; and 68. The day of the meeting itself should also be excluded.
69. Notice of every member’s meeting must be given to all the Members of the Charity, and to all the Trustees; but the accidental omission to give notice to one or more Members will not invalidate the proceedings at the meeting.
70. Any notice which requires to be given to a Member under this constitution must be:-
71. Sent by post to the Member, at the address last notified by him/her/it to the Charity; or
72. Sent by e-mail to the Member, at the e-mail address last notified by him/her/it to the Charity.

Procedure at Members’ meetings
73. No valid decisions can be taken at any Members’ meeting unless a quorum is present.
74. The quorum for a members’ meeting is 10% of Members, present in person or (in the case of Members which are corporate bodies) present via their authorised representatives (or a proxy for a member), in addition to the chairperson.
75. 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.
76. The president of the Charity should act as chairperson of each Members’ meeting.
77. If the president of the Charity is not present within 15 minutes after the time at which the meeting was due to start (or is not willing to act as chair), the chairperson of the Charity shall act as chairperson of the meeting. If the chairperson is not present or willing to act, then the Trustees present at the meeting must elect (from among themselves) the person who will act as chairperson of that meeting.

Voting at Members’ meetings
78. Every Member has one vote, which (whether on a show of hands or on a secret ballot) must be given personally or (in the case of a member which is a corporate body) given via its authorised representative present at the meeting or by proxy.
79. A Member, which is a corporate body, shall be entitled to authorise an individual to attend and vote at Members’ meetings; he/she will then be entitled to exercise the same powers on behalf of the body which he/she represents as that body could have exercised if it had been an individual Member of the organisation.
80. A Member who wishes to appoint a proxy to vote on his/her behalf at any meeting must lodge with the Charity, prior to the time when the meeting commences, a written proxy form, signed by him/her.
81. A proxy need not be a Member of the Charity.
82. A Member shall not be entitled to appoint more than one proxy to attend the same meeting.
83. A proxy appointed to attend and vote at any meeting instead of a Member shall have the same right as the Member who appointed him/her to speak at the meeting.
84. All decisions at Members’ meetings will be made by majority vote – except for the types of resolution listed in clause 61.
85. The following resolutions will be valid only if passed by not less than two thirds of those voting on the resolution at a members’ meeting (or if passed by way of a written resolution under clause 61): –
86. a resolution amending the constitution.
87. a resolution expelling a person from membership under article 35.
88. a resolution directing the board to take any particular step (or directing the board not to take any particular step).
89. a resolution approving the amalgamation of the Charity with another SCIO (or approving the constitution of the new SCIO to be constituted as the successor pursuant to that amalgamation);
90. a resolution to the effect that all of the Charity’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).
91. a resolution for the winding up or dissolution of the Charity.
92. 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.
93. 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 individuals present at the meeting and entitled to vote, whether as Members or as proxies for Members) ask for a secret ballot.
94. 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.
95. A resolution seeking to alter any previously passed resolution (the “Original Resolution”) of the Members may not be put forward within six months of that Original Resolution being passed, unless with the unanimous approval of the Trustees.

Written resolutions by members
96. A resolution agreed to in writing (or by e-mail) by or on behalf of 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
97. The board must ensure that proper minutes are kept in relation to all Members’ meetings.
98. Minutes of Members’ meetings must include the names of those present; and (as far as possible) should be signed by the chairperson of the meeting.
Number of charity trustees
99. The maximum number of Trustees is 6
100. The minimum number of Trustees is 4

Eligibility
101. A person need not be a member to be eligible for election as office bearer under clause 85 or as a Trustee under clause 74.3.
102. A person will not be eligible for election or appointment to the board if he/she is:-
103. Disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005; or
104. An employee of the Charity.

Initial Charity Trustees
105. The individuals who signed the charity trustee declaration forms which accompanied the application for incorporation of the Charity shall be deemed to have been appointed by the Members as Trustees with effect from the date of incorporation of the Charity and the provisions of clause 77 shall apply to their appointment and retiral and shall therefore require to stand down at the first AGM (but shall be eligible for re-election).

Election, Retiral, Re-election
106. The Trustees of the Charity shall consist of: –
107. The president, the chairperson, the vice-chairperson, and the treasurer.
108. up to 6 Members (or Representatives of members) appointed by the Members at the Annual General Meeting; and
109. Up to three co-opted trustees (who need not be members) elected from time to time by a resolution of the Board because they have specific skills which would be useful to the charity.
110. Nominations for appointment as a Trustee under clause 73.2 shall be made by the Members and submitted in writing to the Charity at least seven days prior to the date on which the next Annual General Meeting is to be held.
111. If no such nominations are received for appointment as a Trustee prior to the annual general meeting, then nominations made at the annual general meeting shall be valid.
112. Trustees appointed pursuant to clauses 73.2 and 73.3 shall be required to stand down at each Annual General Meeting (other than the meeting at which they were appointed) and are eligible for re-election. Trustees appointed pursuant to clauses 73.1 and 73.3 shall automatically become Members and shall automatically cease to be ex officio Members when they cease to be Trustees under those clauses.
113. No more than one individual nominated under clause 76 by each corporate member may serve as a Trustee at any given time.
Termination of Office
114. A Trustee will automatically cease to hold office if: –
115. He/she becomes disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005.
116. He/she becomes incapable for medical reasons of carrying out his/her duties as a Trustee – but only if that has continued (or is expected to continue) for a period of more than six months.
117. If he/she was nominated by a corporate body, the corporate body which nominated him/her ceases to be a Member of the Charity.
118. He/she becomes an employee of the Charity.
119. He/she ceases to be a member.
120. He/she gives the Charity a notice of resignation, signed by him/her.
121. 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.
122. 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
123. He/she is removed from office by a resolution of the Members passed at a members’ meeting.
124. A resolution under paragraph 78.8 or 78.9 shall be valid only if: –
125. The 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.
126. The 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
127. (In the case of a resolution under paragraph 78.8 or 78.9) at least two thirds (to the nearest round number) of the Trustees then in office vote in favour of the resolution.
128. A Trustee or Board member who fails to attendee relevant meetings three times consecutively without giving adequate reasons can result in them being removed from their office or in having their services terminated.
Register of Charity Trustee
129. The board must keep a Register of Trustees, setting out:-
130. For each current Trustee:-
131. His/her full name, address, phone number and email address.
132. The date on which he/she was appointed as a Trustee.
133. Any office held by him/her in the Charity; and
134. The name of the corporate member which nominated each Trustee (if applicable).
135. For each former Trustee – for at least 6 years from the date on which he/she ceased to be a charity trustee:-
136. The name address, phone number and email address.
137. of the Trustee. 138. Any office held by him/her in the Charity; and
139. The date on which he/she ceased to be a Trustee.
140. The board must ensure that the Register of Trustees is updated within 28 days of any change:-
141. Which arises from a resolution of the board, or a resolution passed by the Members of the Charity; or
142. Which is notified to the Charity.
143. If any person requests a copy of the Register of 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 Trustee, the board may provide a copy which has the addresses blanked out – if the Charity is satisfied that including that information is likely to jeopardise the safety or security of any person or premises.
Office-bearers
144. Where the positions are vacant (either following a retirement or resignation), at each AGM, the Members must elect a chairperson (also ‘Chairperson of the Board’), vice-chairperson, secretary, treasurer, deputy treasurer, events officer, two deputy events officer, ICT officer, welfare officer, deputy welfare officer and youth and community liaison officer
145. Nominations for appointment as an officer shall be made by the Members and submitted in writing to the Charity at least seven days prior to the date on which the next AGM is to be held. Such nominees need not be Members or representatives of Members.
146. If no such nominations are received for appointment as an officer prior to the AGM, then nominations made at the AGM shall be valid.
147. In addition to the office-bearers required under clause 84, the Trustees may elect further office-bearers if they consider that appropriate.
148. Subject to clause 89 all of the office-bearers may hold office for an initial period of three years, and are eligible for re-election at that time, provided that no such appointment shall exceed six years consecutively. On the expiry of such a six year period, a further period of two years must elapse before the individual may once again be nominated for re-election as an office bearer. For the avoidance of doubt, the provisions of this clause do not prevent an ex-office bearer from being appointed as a Trustee under the terms of clause 74.2 or 74.3.
149. A person elected to any office will automatically cease to hold that office:-
150. If he/she ceases to be a Trustee; or
151. If he/she gives to the Charity a notice of resignation from that office, signed by him/her.
152. Trustees will be appointed from people outside the board. Trustees shall be invited and expected to attend al board meetings.
Powers of board
153. Except where this constitution states otherwise, the Charity (and its assets and operations) will be managed by the board; and the board may exercise all the powers of the Charity. The powers of the board shall include, but shall not be limited to:-
154. Determining the strategic direction of the Charity and agreeing strategic plans and outcomes.
155. Overseeing operational work plans and holding staff (if any) to account for their implementation through effective and regular monitoring;
156. Approving the recruitment and appointment of staff if need arise.
157. Allocating staff and financial resources informed by external and internal policy directions and decisions, the strategic plans and operational work plans.
158. Monitoring and evaluating performance against agreed operational outcomes.
159. Securing appropriate funding and managing the financial affairs of the Charity in line with constitutional and legal requirements.
160. Determining the Charity’s representation on any other agencies management or policy making bodies; and
161. Convening a members’ meeting provided that the notice requirement has been complied with.
162. A meeting of the board at which a quorum is present may exercise all powers exercisable by the board.
163. The Members may, by way of a resolution passed in compliance with clause 56 (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
164. As with the board (Clause 148) trustees shall serve for minimum of three years, and are eligible for re-election at that time, provided that no such appointment shall exceed six years consecutively. On the expiry of such a six-year period, a further period of two years must elapse before the individual may once again be nominated for re-election as an office bearer. Each of the Trustees has a duty, in exercising functions as a charity trustee, to act in the interests of the Charity; and must:-
165. Seek, in good faith, to ensure that the Charity acts in a manner which is in accordance with its purposes.
166. Act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person.
167. In circumstances giving rise to the possibility of a conflict of interest between the Charity and any other party:-
168. Put the interests of the Charity before that of the other party.
169. Where any other duty prevents him/her from doing so, disclose the conflicting interest to the Charity and refrain from participating in any deliberation or decision of the other Trustees about the matter in question.
170. Ensure that the Charity complies with any direction, requirement, notice, or duty imposed under or by virtue of the Charities and Trustee Investment (Scotland) Act 2005.
171. In addition to the duties outlined in clause 93, all the Trustees must take such steps as are reasonably practicable for the purpose of ensuring:-
172. That any breach of any of those duties by a Trustee is corrected by the Trustee concerned and not repeated; and
173. That any Trustee who has been in serious and persistent breach of those duties is removed as a Trustee by a decision taken at a board meeting or where necessary at a specially convened board meeting.
174. Provided he/she has declared his/her interest – and has not voted on the question of whether or not the Charity should enter into the arrangement – a 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 97 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.
175. No Trustee may serve as an employee (full time or part time) of the Charity not also serve a board member at the same time; and no Trustee may be given any remuneration by the Charity for carrying out his/her duties as a Trustee.
176. The 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.
Notice of Board meetings
177. Any Trustee may call a meeting of the board or ask the secretary to call a meeting of the board.
178. There shall be at least four meetings of the board every calendar year.
179. 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
180. Board members are expected to attend all scheduled meetings. In case of absence for a meeting board members shall inform the secretary preferably seven days before the meeting. Board members missing more than three meetings without any notice shall be contacted by the secretary for an explanation. Further missing of meetings without notice shall be subjected to censure by the board and later possible expulsion from the board.
181. No valid decisions can be taken at a board meeting unless a quorum is present; the quorum for board meetings is one third.
182. If at any time the number of charity board members in office falls below the number stated in clause 144, the remaining board members will have power to fill the vacancies or call a Members’ meeting – but will not be able to take any other valid decisions.
183. The chairperson of the Charity should act as chairperson of each board meeting.
184. If the chairperson of the Charity 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 vice-chairperson shall act as chairperson of the meeting. If the vice-chairperson is not present or willing to act, then the trustees present at the meeting must elect (from among themselves) the person who will act as chairperson of that meeting.
185. Every Trustee has one vote, which must be given personally.
186. All decisions at board meetings will be made by majority vote.
187. 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.
188. 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.
189. A 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.
190. For the purposes of clause 110:-
191. An interest held by an individual who is “connected” with the 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 Trustee.
192. A 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
193. The board must ensure that proper minutes are kept in relation to all board meetings and meetings of sub-committees.
194. The secretary will be the principal offer to call meetings, compile the agenda, take minutes, distribute minutes.
195. The minutes to be kept under clause 112 must include the names of those present (as well as list of apologies); and (as far as possible) should be signed by the chairperson of the meeting.
Delegation to Sub-Committees 196. The board may delegate any of their powers to sub-committees; a sub-committee must include at least one Trustee, but other members of a sub-committee need not be Trustees. Otherwise, the membership, remit and procedural rules of each sub-committee shall be determined by the board. Each sub-committee shall appoint their own member to act as chair of that sub-committee. 197. The board may also delegate to the chair of the Charity (or the holder of any other post) such of their powers as they may consider appropriate. 198. When delegating powers under clause 113 or 114, the board must set out appropriate conditions (which must include an obligation to report regularly to the board). 199. Any delegation of powers under clause 113 or 114may be revoked or altered by the board at any time.
Operation of Accounts 200. Subject to clause 118, in relation to all operations (other than the lodging of funds) on the bank and building society accounts held by the Charity; the following provisions shall apply: 201. Any transaction with a value of more than £1,000 shall be authorised by two Trustees: and 202. Any transaction with a value of less than £1,000 may be authorised by named employees. 203. Where the Charity 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 117. Accounting Records and Annual Accounts 204. The financial year of the Charity shall run from 1ST January   to 31st December,  or such other date as the trustees may from time to time decide. 205. The board must ensure that proper accounting records are kept, in accordance with all applicable statutory requirements. 206. The board must prepare annual accounts, complying with all relevant statutory requirements; and shall have these annual accounts independently examined or audited as required under any statutory provisions in force from time to time.
Winding-up 207. If the Charity 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. 208. Any surplus assets available to the Charity 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 Charity as set out in this constitution.
Alterations to the Constitution 209. This constitution may (subject to clause 125) be altered by resolution of the members passed at a members’ meeting (subject to achieving the two thirds majority referred to in clause 60, 61) or by way of a written resolution of all the members. 210. The Charities and Trustee Investment (Scotland) Act 2005 prohibits taking certain steps (e.g., change of name, an alteration to the purposes, amalgamation, winding-up) without the consent of the OSCR.

211. References in this constitution to the Charities and Trustee Investment (Scotland) Act 2005 should be taken to include: –
212. Any statutory provision which adds to, modifies, or replaces that Act; and
213. Any statutory instrument issued in pursuance of that Act or in pursuance of any statutory provision falling under paragraph 126.1, above.
214. In this constitution:
215. “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.
216. “Charitable” and “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.
216. “Conversion” means the date on which the unincorporated association is converted to the SCIO.
217. “Trustee” means a trustee of the Charity from time to time.
218. “Board” means a board member of charity’s executive committee from time to time.
219. “Member” means a member of the Charity from time to time.
220. “OSCR” means the Office of the Scottish Charity Regulator; and
221. “Property” means any property, heritable or moveable, real  or  personal, wherever situated.