Constitution

CONSTITUTION

of

Garnethill Multicultural Centre


CONTENTS
GENERAL    type of organisation, Scottish principal office, name, purposes, powers, liability, general structure    clauses 1 - 10
MEMBERS    qualifications for membership, application, subscription, register of members, withdrawal, transfer, re-registration, expulsion    clauses 11 - 26

DECISION-MAKING BY THE MEMBERS      members’ meetings, power to request members’ meeting, notice, procedure at members’ meetings, voting at members’ meetings, written resolutions, minutes    clauses 277 - Error! Reference source not found.
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 53 - 81

DECISION-MAKING BY THE CHARITY TRUSTEES    notice, procedure at board meetings, minutes    clauses 82 - Error! Reference source not found.5
ADMINISTRATION    sub-committees, operation of accounts,  accounting records and annual accounts    clauses 966 - 1044

MISCELLANEOUS    winding up, alterations to the constitution, interpretation    clauses 1055 - 110


 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.
Name
3 The name of the organisation is “Garnethill Multicultural Centre”.
Purposes
4 The organisation’s purposes are:
4.1 To promote the benefit of the inhabitants of Garnethill and its environs without distinction of sex or of political, religious or other opinions by associating the local authorities, voluntary organisations, the independent sector and inhabitants in a common effort to advance education and provide facilities in the interests of social welfare for recreation and leisure time occupation with the object of improving the conditions of life of the said inhabitants.
4.2 To secure the establishment of a multicultural community hall located in the Garnethill area and to maintain and manage such a hall for activities promoted by the organisation and its constituent bodies in furtherance of the above.  
Powers
5 The organisation has power to do anything which is calculated to further its purposes or is conducive or incidental to doing so.
6 No part of the income or property of the organisation may be paid or transferred (directly or indirectly) to the members - either in the course of the organisation’s existence or on dissolution - except where this is done in direct furtherance of the organisation’s charitable purposes.
Liability of members
7 The members of the organisation have no liability to pay any sums to help to meet the debts (or other liabilities) of the organisation if it is wound up; accordingly, if the organisation is unable to meet its debts, the members will not be held responsible.
8 The members and charity trustees have certain legal duties under the Charities and Trustee Investment (Scotland) Act 2005; and clause 7 does not exclude (or limit) any personal liabilities they might incur if they are in breach of those duties or in breach of other legal obligations or duties that apply to them personally.
General structure
9 The structure of the organisation consists of:-
9.1 the MEMBERS - who have the right to attend members' meetings (including any annual general meeting) with full members having important powers under the constitution; in particular, the full members appoint people to serve on the board and take decisions on changes to the constitution itself;
9.2 the BOARD - who hold regular meetings, and generally  control the activities of the organisation; for example, the board is responsible for monitoring and controlling the financial position of the organisation.
10 The people serving on the board are referred to in this constitution as CHARITY TRUSTEES.
MEMBERS
Qualifications for membership
11 Full Membership is open to any individual aged 16 or over who is a resident of the Garnethill area or its environs and who expresses an interest in the furtherance of the objects
12 Associate Membership is open to any groups, organisations or associations whose objects are similar to, or complementary to, those of the organisation. Such groups will be represented by one person who has the right to attend all meetings of the organisation but not to vote on any issues raised at these meetings.
13 Employees of the organisation are not eligible for membership.
Application for membership
14 Any person or group, organisation or association who wishes to become a member must sign a written application for membership or associate membership; 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 group, organisation or association to membership.
16 The board must notify each applicant promptly (in writing or by e-mail) of its decision on whether or not to admit them to membership.

Membership subscription
17 All members must pay subscriptions for the current year at the rate and time determined by the organisation at its meetings.
Register of members
18 The board must keep a register of members, setting out
18.1 for each current member:
18.1.1 his/her full name and address; and
18.1.2 the date on which he/she was registered as a member of the organisation;
18.2 for each former member - for at least six years from the date on he/she ceased to be a member:
18.2.1 his/her name; and
18.2.2 the date on which he/she ceased to be a member.
19 The board must ensure that the register of members is updated within 28 days of any change:
19.1 which arises from a resolution of the board or a resolution passed by the members of the organisation; or
19.2 which is notified to the organisation. 
20 If a member or charity trustee of the organisation requests a copy of the register of members, the board must ensure that a copy is supplied to them within 28 days, providing the request is reasonable; if the request is made by a member (rather than a charity trustee), the board may provide a copy which has the addresses blanked out.
Withdrawal from membership
21 Any person, group, organisation or association who wants to withdraw from membership must give a written notice of withdrawal to the organisation, signed by them; they will cease to be a member as from the time when the notice is received by the organisation.
Transfer of membership
22 Membership of the organisation may not be transferred by a member.
Re-registration of members
23 The board may, at any time, issue notices to the members requiring them to confirm that they wish to remain as members of the organisation, and allowing them a period of 28 days (running from the date of issue of the notice) to provide that confirmation to the board.
24 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 233, the board may expel him/her from membership.
25 A notice under clause 233 will not be valid unless it refers specifically to the consequences (under clause 244) of failing to provide confirmation within the 28-day period. 
Expulsion from membership
26 Any person may be expelled from membership by way of a resolution passed by not less than two thirds of those present and voting at a members' meeting, providing the following procedures have been observed:-
26.1 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;
26.2 the member concerned will be entitled to be heard on the resolution at the members' meeting at which the resolution is proposed.
DECISION-MAKING BY THE MEMBERS
Members’ meetings
27 The board must arrange a meeting of members (an annual general meeting or "AGM") in each calendar year.
28 The gap between one AGM and the next must not be longer than 15 months.
29 Notwithstanding clause 277, an AGM does not need to be held during the calendar year in which the organisation is formed; but the first AGM must still be held within 15 months of the date on which the organisation is formed.
30 The business of each AGM must include:-
30.1 a report by the chair on the activities of the organisation;
30.2 consideration of the annual accounts of the organisation;
30.3 the election/re-election of charity trustees, as referred to in clauses 588  to 611.
31 The board may arrange a special members' meeting at any time.
Power to request the board to arrange a special members’ meeting
32 The board must arrange a special members’ meeting if they are requested to do so by a notice (which may take the form of two or more documents in the same terms, each signed by one or more members) by members who amount to 5% or more of the total membership of the organisation at the time, providing:
32.1 the notice states the purposes for which the meeting is to be held; and
32.2 those purposes are not inconsistent with the terms of this constitution, the Charities and Trustee (Investment) Scotland Act 2005 or any other statutory provision.
33 If the board receive a notice under clause 322, the date for the meeting which they arrange in accordance with the notice must not be later than 28 days from the date on which they received the notice.
Notice of members’ meetings
34 At least 14 clear days’ notice must be given of any AGM or any special members' meeting.
35 The notice calling a members' meeting must specify in general terms what business is to be dealt with at the meeting; and
35.1 in the case of a resolution to alter the constitution, must set out the exact terms of the proposed alteration(s); or
35.2 in the case of any other resolution falling within clause 46 (requirement for two-thirds majority) must set out the exact terms of the resolution.
36 The reference to “clear days” in clause 344 shall be taken to mean that, in calculating the period of notice,
36.1 the day after the notices are posted (or sent by e-mail) should be excluded; and
36.2 the day of the meeting itself should also be excluded.
37 Notice of every member’s meeting must be given to all the members of the organisation, and to all the charity trustees; but the accidental omission to give notice to one or more members will not invalidate the proceedings at the meeting.
38 Any notice which requires to be given to a member under this constitution must be: -
38.1 sent by post to the member, at the address last notified by him/her to the organisation; or
38.2 sent by e-mail to the member, at the e-mail address last notified by him/her to the organisation.
Procedure at members’ meetings
39 No valid decisions can be taken at any members' meeting unless a quorum is present.
40 The quorum for a members' meeting is ten members, present in person, two of whom should be office bearers. 
41 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. In the event that the reconvened members’ meeting is inquorate the following procedure applies:
(a) the inquorate members’ meeting shall consider all the business items included in clause 30 other than amendments to the Constitution
(b) the decisions of the inquorate members’ meeting shall within 28 days be submitted to a postal or electronic ballot of all members, and, if approved by a majority of members voting, shall take effect. 
42 The chair of the organisation should act as chairperson of each members' meeting.
43 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
44 Every member has one vote, which must be given personally.
45 All decisions at members' meetings will be made by majority vote - with the exception of the types of resolution listed in clause 466.
46 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 50):
46.1 a resolution amending the constitution;
46.2 a resolution expelling a person from membership under clause 26;
46.3 a resolution directing the board to take any particular step (or directing the board not to take any particular step);
46.4 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);
46.5 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);
46.6 a resolution for the winding up or dissolution of the organisation.
47 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.
48 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.
49 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
50 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
51 The board must ensure that proper minutes are kept in relation to all members' meetings.
52 Minutes of members' meetings must include the names of those present; and (so far as possible) should be signed by the chairperson of the meeting.
BOARD
Number of charity trustees
53 The maximum number of charity trustees is 15 elected members and one representative of the Archdiocese
54 The minimum number of charity trustees is 3 elected members and one representative of the Archdiocese
Eligibility
55 A person will not be eligible for election or appointment to the board unless he/she is a member of the organisation.
56 A person will not be eligible for election or appointment to the board if he/she is: -
56.1 disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005; or
56.2 an employee of the organisation.
Initial charity trustees
57 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
58 At each AGM, the members may elect any member (unless he/she is debarred from membership under clause 556) to be a charity trustee.
59 The board may at any time appoint any member (unless he/she is debarred from membership under clause 556) to be a charity trustee.
60 At each AGM, one third of charity trustees must retire from office - but may then be re-elected under clause 588.
61 A charity trustee retiring at an AGM will be deemed to have been re-elected unless: -
61.1 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
61.2 an election process was held at the AGM and he/she was not among those elected/re-elected through that process; or
61.3 a resolution for the re-election of that charity trustee was put to the AGM and was not carried.
Termination of office
62 A charity trustee will automatically cease to hold office if: -
62.1 he/she becomes disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005;
62.2 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;
62.3 he/she ceases to be a member of the organisation;
62.4 he/she becomes an employee of the organisation;
62.5 he/she gives the organisation a notice of resignation, signed by him/her;
62.6 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;
62.7 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 80);
62.8 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
62.9 he/she is removed from office by a resolution of the members passed at a members’ meeting.
63 A resolution under paragraph 62.7, 62.8 or 62.9 shall be valid only if: -
63.1 the charity trustee who is the subject of the resolution is given reasonable prior written notice of the grounds upon which the resolution for his/her removal is to be proposed;
63.2 the charity trustee concerned is given the opportunity to address the meeting at which the resolution is proposed, prior to the resolution being put to the vote; and
63.3 (in the case of a resolution under paragraph 62.7 or 62.8) at least two thirds (to the nearest round number) of the charity trustees then in office vote in favour of the resolution.
Register of charity trustees
64  The board must keep a register of charity trustees, setting out
64.1 for each current charity trustee:
64.1.1 his/her full name and address;
64.1.2 the date on which he/she was appointed as a charity trustee; and
64.1.3 any office held by him/her in the organisation; 
64.2 for each former charity trustee - for at least 6 years from the date on which he/she ceased to be a charity trustee:
64.2.1 the name of the charity trustee;
64.2.2 any office held by him/her in the organisation; and
64.2.3 the date on which he/she ceased to be a charity trustee.
65 The board must ensure that the register of charity trustees is updated within 28 days of any change:
65.1 which arises from a resolution of the board or a resolution passed by the members of the organisation; or
65.2 which is notified to the organisation. 
66 If any person requests a copy of the register of charity trustees, the board must ensure that a copy is supplied to 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
67 The charity trustees must elect (from among themselves) a chair, a vice chair, a treasurer, a secretary and a minute secretary. No charity trustee will hold more than one office-bearers position at any one time.
68 In addition to the office-bearers required under clause 67, the charity trustees may elect (from among themselves) further office-bearers if they consider that appropriate.
69 All of the office-bearers will cease to hold office at the conclusion of each AGM, but may then be re-elected under clause 67 or 68.
70 A person elected to any office will automatically cease to hold that office: -
70.1 if he/she ceases to be a charity trustee; or
70.2 if he/she gives to the organisation a notice of resignation from that office, signed by him/her.

Powers of board
71 Except where this constitution states otherwise, the organisation (and its assets and operations) will be managed by the board; and the board may exercise all the powers of the organisation.
72 A meeting of the board at which a quorum is present may exercise all powers exercisable by the board.
73 The board shall have the right to co-opt for a 6,12 or 18 month period (at the discretion of the board) up to four suitable persons, whether these are members of the organisation or not. These co-opted members will be known as ex-officio and will have no right to vote at meetings of the board or the organisation.
74 The members may, by way of a resolution passed in compliance with clause 46 (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
75 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:-
75.1 seek, in good faith, to ensure that the organisation acts in a manner which is in accordance with its purposes;
75.2 act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person;
75.3 in circumstances giving rise to the possibility of a conflict of interest between the organisation and any other party:
75.3.1 put the interests of the organisation before that of the other party;
75.3.2 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;
75.4 ensure that the organisation complies with any direction, requirement, notice or duty imposed  under or by virtue of the Charities and Trustee Investment (Scotland) Act 2005.
76 In addition to the duties outlined in clause 755, all of the charity trustees must take such steps as are reasonably practicable for the purpose of ensuring: -
76.1 that any breach of any of those duties by a charity trustee is corrected by the charity trustee concerned and not repeated; and
76.2 that any trustee who has been in serious and persistent breach of those duties is removed as a trustee.
77 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 788 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.
78 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.
79 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
80 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.
81 The code of conduct referred to in clause 80 shall be supplemental to the provisions relating to the conduct of charity trustees contained in this constitution and the duties imposed on charity trustees under the Charities and Trustee Investment (Scotland) Act 2005; and all relevant provisions of this constitution shall be interpreted and applied in accordance with the provisions of the code of conduct in force from time to time
DECISION-MAKING BY THE CHARITY TRUSTEES
Notice of board meetings
82 Any charity trustee may call a meeting of the board or ask the secretary to call a meeting of the board.
83 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
84 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, 2 of whom must be office bearers.
85 If at any time the number of charity trustees in office falls below the number stated as the quorum in clause 844, 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.
86 The chair of the organisation should act as chairperson of each board meeting.
87 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.
88 Every charity trustee has one vote, which must be given personally.
89 All decisions at board meetings will be made by majority vote.
90 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.
91 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.
92 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.
93 For the purposes of clause 922: -
93.1 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;
93.2 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
94 The board must ensure that proper minutes are kept in relation to all board meetings and meetings of sub-committees.
95 The minutes to be kept under clause 944 must include the names of those present; and (so far as possible) should be signed by the chairperson of the meeting.
ADMINISTRATION
Delegation to sub-committees
96 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.
97 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.
98 When delegating powers under clause 966 or 977, the board must set out appropriate conditions (which must include an obligation to report regularly to the board).
99 Any delegation of powers under clause 966 or 977 may be revoked or altered by the board at any time.
100 The rules of procedure for each sub-committee, and the provisions relating to membership of each sub-committee, shall be set by the board.
Operation of accounts
101 Subject to clause 1022, the signatures of two out of three signatories appointed by the board will be required in relation to all operations (other than the lodging of funds) on the bank and building society accounts held by the organisation; at least one out of the two signatures must be the signature of a charity trustee.
102 Where the organisation uses electronic facilities for the operation of any bank or building society account, the authorisations required for operations on that account must be consistent with the approach reflected in clause 1011.
Accounting records and annual accounts
103 The board must ensure that proper accounting records are kept, in accordance with all applicable statutory requirements.
104 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.
MISCELLANEOUS
Winding-up
105 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.
106 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
107 This constitution may (subject to clause 1088) be altered by resolution of the members passed at a members’ meeting (subject to achieving the two thirds majority referred to in clause 466) or by way of a written resolution of the members. 
108 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 Office of the Scottish Charity Regulator (OSCR).
Interpretation
109 References in this constitution to the Charities and Trustee Investment (Scotland) Act 2005 should be taken to include: -
109.1 any statutory provision which adds to, modifies or replaces that Act; and
109.2 any statutory instrument issued in pursuance of that Act or in pursuance of any statutory provision falling under paragraph 109.1 above.
110 In this constitution: -
110.1 “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 2006, providing (in either case) that its objects are limited to charitable purposes;
 110.2 “charitable purpose” means a charitable purpose under section 7 of the Charities and Trustee Investment (Scotland) Act 2005 which is also regarded as a charitable purpose in relation to the application of the Taxes Acts.

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Tom Mitford,
19 Nov 2012, 15:30