Friday, October 20, 2017

Constitution

Victoria Park City of Glasgow Athletic Club will operate as a SCIO

(Scottish Charitable Incorporated Organisation)

and the principle office will be, and remain, in Scotland

 

CONTENTS

GENERAL

type of organisation, Scottish principal office, name, objects, equalities, powers, liability of members, general structure

clauses 1-11

MEMBERS

qualifications for membership, application for membership, subscription, register of members, withdrawal of membership, transfer of membership, re-registration of members, suspension, refusal or termination of membership

clauses 12 -27

 

DECISION-MAKING BY THE MEMBERS

members’ meetings, power to request members’ meeting, notice, procedure at members’ meetings, voting at members’ meetings, written resolutions by members, minutes

clauses 28- 54

BOARD (CHARITY TRUSTEES)

number, eligibility, election/ retiral/re-election, termination of office, register of Charity Trustees, office bearers, powers of board, general duties trustees, code of conduct for Charity Trustees

clauses 57- 86

 

DECISION-MAKING BY THE CHARITY TRUSTEES

notice, procedure at board meetings, minutes

clauses 87-102

ADMINISTRATION

delegation to sub-committees, operation of accounts, accounting records and annual accounts, finance

clauses 103- 118

 

MISCELLANEOUS

dissolution of the club, alterations to the constitution, interpretation

clauses 119- 125

 

 


GENERAL

 

Type of organisation

 

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

Scottish principal office

2             The principal office of the organisation will be in Scotland (and must remain in Scotland), and operate in Glasgow City and shall be affiliated to Scottish Athletics - the governing body within the sport of Athletics and its subsidiaries or such successor entity or entities as become(s) from time to time (and by so doing to become and remain registered as an associate of the Scottish Athletics), and the Scottish Athletics Rules and their Disciplinary Code and the rules and regulations of any governing body, and any other organisation or body concerned with the promotion of the Objects.

Name and Colours

3             The name of the organisation is Victoria Park City of Glasgow Athletic Club referred hereafter as ‘the Club’. The Club colours will be (Blue, White and Green) and any Member representing the Club in any match will be required to wear such colours.

Objects

4             The Club will operate as a non-profit distributing charity whose principal objectives are:

4.1              To promote and advance all disciplines of Athletics as a competitive sport;

4.2              To provide recreational facilities, and to organise recreational activities, available to members of the public at large, with the object of improving the conditions of life.

Equalities

5             In relation to its objectivesand aligned to the Equalities Act 2010 the Club will:

5.1              strive to avoid intentional and unintentional discrimination by virtue of age, disability, gender reassignment, marriage and civil organisation, pregnancy & maternity, race, religion or belief, sex, sexual orientation or any other such artificial barriers or prejudices;

5.2              strive to undertake whatever reasonable changes in organisation or facilities may be necessary to implement the above.

 

Powers           

6             In furtherance of the Objects, the Club may, in its purpose:

6.1              facilitate access to a range of services for the Members of the Club and encourage their involvement in planning and developing services relevant to the needs of its Members;

6.2              employ and pay any person or persons (whether paid or self-employed) to supervise, organise and carry on the work of the Club;

6.3              open and operate a bank account in the name of the Club and to make and receive payments in furtherance of the objectives of the Club;

6.4              engage and pay fees to professional and technical advisers/consultants to assist in the work of the Club;

6.5              engage the services of volunteers to assist in the work of the Club and reimburse approved out-of-pocket expenses;

6.6              enter into partnerships or contractual agreements which can further the objectives of the Club;

6.7              invite donations in support of the Club, and to allocate donations to charities, keeping records of any such donations and of feedback from recipients;

6.8              be affiliated to the national governing body - Scottish Athletics and comply with regulations and statutes and in addition take out membership of such clubs that are considered to be in the interest of and compatible with the objects of the Club;

6.9              arrange and provide for or join in arranging and providing for the holding of meetings, classes, seminars and local training courses;

6.10          collect and disseminate information on all matters affecting the objects and exchange such information with other bodies having similar objects, whether in this country or overseas;

6.11          cause to be written and printed or otherwise reproduced and circulated, free of charge or for payment, such papers, books, periodicals, pamphlets or other documents or films or recorded tapes (whether audio or visual or both) as shall further the objects;

6.12          purchase, take on lease or exchange, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of the objects and construct, maintain and alter any buildings necessary for the work of the Club;

6.13          make regulations for the management of any property which may be so acquired;

6.14          subject to such consents as may be required by law, borrow or raise money and accept gifts on such terms and on such security as shall be deemed to be necessary;

6.15          raise funds and invite and receive contributions from any person or persons whatsoever by way of subscription and otherwise, provided that the Club shall not undertake permanent trading activities in raising funds for the said objects except by means of a company established for that purpose, and;

6.16          do all such other lawful things as are necessary for the attainment of the objects.

7             No part of the income or property of the Club may be paid or transferred (directly or indirectly) to the members - either in the course of the Club’s existence or on dissolution - except where this is done in direct furtherance of the Club’s charitable purposes.

Liability of members

8             The members of the Club 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 Club is unable to meet its debts, the members will not be held responsible.

9             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

10          The structure of the Club consists of:-

10.1          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, only those Members aged 14 years and over are entitled to vote;

10.2          the BOARD - who hold regular meetings, and generally control the activities of the Club;

11          The people serving on the board are referred to in this constitution as CHARITY TRUSTEES.

MEMBERS

Qualifications for membership

12          Membership is open to any individual aged 8 or over and who agree to operate within the constitution and byelaws of the Club and those of Scottish Athletics.

13          The Board of Trustees may nominate, and voting Members in General Meeting may elect, to Honorary Membership such persons who have achieved a Great Britain Senior representation, have won a Senior UK/AAA of E Championship or have rendered outstanding service to the Club. Honorary Membership may be conferred on Competitive Members or Associate Members and shall be granted for life. including Honorary Members and Life Members of the former Victoria Park AAC and City Of Glasgow AC who have been granted Honorary Membership of the Club.

14          Affiliate Membershipswill be open to any organisation, who wish to assist in the furtherance of the objectives and who agree to operate within the constitution and byelaws of the Club and whose activities promote training, participation and/or education of young people or improve the opportunities available to them.  This category of membership will have no voting rights.

15          The Board of Trustees shall have the right for good and sufficient reason to terminate the membership of any individual or Club provided that the individual representing such Club (as the case may be) shall have the right to be heard by the Board of Trustees before a final decision is made

 

Application for membership

16          Any person who wishes to become a member must sign a written application for membership; no application for membership will be refused on other than reasonable grounds; the application will then be considered by the Charity Trustees at its next board meeting.

17          Subject to Clause 28, the board may, at its discretion, refuse to admit any person to membership. The board must notify each applicant promptly of its decision on whether or not to admit him/her to membership.

 

Membership subscription

18          The level of Subscriptions payable by Members shall be determined at the Annual General Meeting.

18.1          Subscription categories shall be as follows: -

Senior (Over 17 years of age on 31st August next);

Under 17 (on 31st August next);

Family Membership 3 or more members;

Athletes with a disability;

Second Claim Members; and

Non Competing members (Coaches, Officials, Parents etc).

18.2          All Subscriptions shall be payable on joining and on 1st November each year thereafter;

18.3          Members who join the Club within three months prior to the annual subscription date and pay the subscription applicable to their age group in the following year shall not be liable to pay a further subscription until 1st November of the following year;

18.4          Members failing to pay their subscription or any other monies due by them to the Club within three months of it becoming due shall, at the option of the Club Management Committee, cease to be members of the Club and, if necessary, shall be dealt with under UKA Rule 3 (Para 12). The Club Management Committee may order the names of such members to be posted on the Club Notice Board;

18.5          For athletes who are members of a Scotstoun based training group, (identified by the Committee) a monthly training fee will be paid for coaching sessions and unlimited access to the Stadium;

18.6          Other than in exceptional circumstances, training fees must be paid by direct debit, in 12 equal instalments. Fees are payable regardless of attendance;

18.7          Any member who is in arrears with their training fees will be excluded from Club training sessions until all monies are repaid;

19          Only registered members may perform in the name of the Club, vote and take part in Club activities.

 

Register of members

20          The board must keep a register of members, setting out

20.1          for each current member:

20.1.1his/her full name and address; or that of the Club and

20.1.2the date on which he/she was registered as a member of the Club;

20.2          for each former member - for at least six years from the date on he/she ceased to be a member;

20.2.1his/her name; and

20.2.2the date on which he/she ceased to be a member.

21          The board must ensure that the register of members is updated within 28 days of any change:

21.1          which arises from a resolution of the board or a resolution passed by the members of the Club; or

21.2          which is notified to the Club. 

22          If a member or charity trustee of the Club requests a copy of the register of members, 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 member (rather than a charity trustee), the board may provide a copy which has the personal information blanked out.

 

Withdrawal from membership

23          Any person or Club who wants to withdraw from membership must give notice of withdrawal to the Club, he/she will cease to be a member as from the time when the notice is received by the Club.

Transfer of membership

24          Membership of the organisation may not be transferred by a member.

Re-registration of members

25          The board may, at any time, issue notices to the members requiring them to confirm that they wish to remain as members of the Club, and allowing them a period of 28 days (running from the date of issue of the notice) to provide that confirmation to the board.

26          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 Club before the expiry of the 28-day period referred to in clause 25, the board may expel him/her from membership.

27          A notice under clause 24will not be valid unless it refers specifically to the consequences (under clause 25)of failing to provide confirmation within the 28-day period.

Suspension, refusal or termination of membership

28          The management committee shall be entitled to:

28.1.1Refuse any application for membership on the grounds that such membership would be prejudicial to the objectives of the club. Should a membership application be refused, the prospective member shall have the right to appeal to the management committee before a final decision is made.

28.1.2For good and sufficient reason to refuse renewal of any existing membership or terminate or suspend any membership provided that the member concerned shall have the right to be heard by the full management committee before a final decision is made.

28.2          The member may apply for reinstatement at the next general meeting.

28.3          Any member who fails to pay their fees by the date required shall forfeit their right to representation on the management committee and at general meetings, and shall be suspended from taking part in any event under the control of the club until such fees are paid.

28.4          Any member under suspension shall be barred from taking part in any match or event under the control of the club.

28.5          The management committee shall inform the member in writing of any decision to terminate their membership.

DECISION-MAKING BY THE MEMBERS

Members’ meetings

29          The board must arrange a meeting of members (an annual general meeting or "AGM") in each calendar year.

30          The gap between one AGM and the next must not be longer than 15 months.

31          Notwithstanding clause29, an AGM does not need to be held during the calendar year in which the Club is incorporated; but the first AGM must still be held within 15 months of the date on which the Club is formed, ideally in November.

32          The business of each AGM must include:-

32.1          To approve the minutes of the previous AGM;

32.2          Receive and consider the Annual Financial Statement from the Treasurer;

32.3          The appointment of independent examiner or examiners;

32.4          Elect the Club Management Committee (Charity Trustees), as referred to in clauses 60 to 63;

32.5          Approve the Subscription rates for the ensuing year;

32.6          The Club may appoint an Honorary President and Honorary Vice Presidents at an Annual General Meeting;

32.7          Consider any proposals lodged not later than one month with the General Secretary;

32.8          Consider at the Chairperson’s discretion, any other competent business;

32.9          the transactions of such other matter as may from time to time be necessary.

 

 

 

 

Power to request the board to arrange an Extraordinary General Meeting (EGM)

33          The board may arrange a special members' meeting at any time by a simple majority vote.

34          The board must arrange an Extraordinary General Meeting (EGM) if they are requested to do so by a written notice signed by 33% of the voting membership or 20 voting members (whichever is the lesser), sent to the Secretary providing:

34.1          the notice states the purposes for which the meeting is to be held; and

34.2          those purposes are not inconsistent with the terms of this constitution, the Charities and Trustee (Investment) Scotland Act 2005 or any other statutory provision.

35          If the board receive a notice under clause 35, the date for the meeting which they arrange in accordance with the notice must not be later than twenty-eight [28] days from the date on which they received the notice.

Notice of members’ meetings

36          At least twenty-one [21] clear days’ notice must be given of any AGM or any EGM.

37          The notice calling a members' meeting must specify in general terms what business is to be dealt with at the meeting; and

37.1          in the case of a resolution to alter the constitution, must set out the exact terms of the proposed alteration(s); or

37.2          in the case of any other resolution falling within clause 47 (requirement for two-thirds majority) must set out the exact terms of the resolution.

38          The reference to “clear days” in clause 35shall be taken to mean that, in calculating the period of notice,

38.1          the day after the notices are posted (or sent by e-mail) should be excluded; and

38.2          the day of the meeting itself should also be excluded.

39          Notice of every member’s meeting must be given to all the members of the Club, 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.

40          Any notice which requires to be given to a member under this constitution must be: -

40.1          Communicated in writing to the member, at the address last notified by him/her to the Club or placed in a prominent place in the usual meeting place;or

40.2          sent by e-mail to the member, at the e-mail address last notified by him/her to the Club.

Procedure at members’ meetings

41          No valid decisions can be taken at any members' meeting unless a quorum is present.

42          The quorum for a members' meeting is 25% of the total members or 20 members (whichever is the lesser), present in person.  

43          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.

44          The chair of the Club should act as chairperson of each member’s meeting.

45          If the chair of the Club 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

46          Every member has one vote, with the exclusion of children under 14 years of age, which must be given personally.

47          All decisions at members' meetings will be made by majority vote - with the exception of the types of resolution listed in clause47.

48          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:

48.1          a resolution amending the constitution;

48.2          a resolution directing the board to take any particular step (or directing the board not to take any particular step);

48.3          a resolution approving the amalgamation of the Club with another SCIO (or approving the constitution of the new SCIO to be constituted as the successor pursuant to that amalgamation);

48.4          a resolution to the effect that all of the Club’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);

48.5          a resolution for the winding up or dissolution of the Club.

49          If there are an equal number of votes for and against any resolution, the chairperson of the meeting will be entitled to a second (casting) vote.

50          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.

51          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

52          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

53          The board must ensure that proper minutes are taken in relation to all members' meetings.

54          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.

55          The board shall make available copies of the minutes referred to in clause 52 to any member of the public requesting them; but on the basis that the board may exclude confidential material.

BOARD

Number of Charity Trustees

56          The maximum number of Charity Trustees is ten [10].

57          The minimum number of Charity Trustees is five [5].

 

 

Eligibility

58          A person will not be eligible for election or appointment to the board unless he/she is a voting member of the Club.

59          A person will not be eligible for election or appointment to the board if he/she is: -

59.1          disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005; or

59.2         an employee of the Club.

 

59.3         Under 16 years of age.

 

Initial Charity Trustees

60          The individuals who signed the charity trustee declaration forms which accompanied the application for incorporation of the Club shall be deemed to have been appointed by the members as Charity Trustees with effect from the date of incorporation of the Club.

Election, retiral, re-election

61          At each AGM, the members may elect any member (unless he/she is debarred from membership under clause 58 and 59) to be a charity trustee.

62          The board may at any time appoint any member (unless he/she is debarred from membership under clause 58 and 59 to be a charity trustee.

63          Charity Trustee’s are elected for a period of one year, but are then eligible for re-election under clause 61 and 62.

64          A charity trustee retiring at an AGM will be deemed to have been re-elected unless: -

64.1          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

64.2          an election process was held at the AGM and he/she was not among those elected/re-elected through that process; or

64.3          a resolution for the re-election of that charity trustee was put to the AGM and was not carried.

Termination of office

65          A charity trustee will automatically cease to hold office if: -

65.1          he/she becomes disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005;

65.2          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;

65.3          (in the case of a charity trustee elected/appointed under clauses 58 to 65) he/she ceases to be a member of the Club;

65.4          he/she becomes an employee of the Club;

65.5          he/she gives the organisation a notice of resignation, signed by him/her;

65.6          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;

65.7          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 85);

65.8          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

65.9          he/she is removed from office by a resolution of the members passed at a members’ meeting.

66          A resolution under paragraph 66.7, 66.8or 66.9shall be valid only if: -

66.1          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;

66.2          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

66.3          (in the case of a resolution under paragraph 66.7or 66.8) 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

67           The board must keep a register of Charity Trustees, setting out

67.1          for each current charity trustee:

67.1.1his/her full name and address;

67.1.2the date on which he/she was appointed as a charity trustee; and

67.1.3any office held by him/her in the organisation; 

67.2          for each former charity trustee - for at least 6 years from the date on which he/she ceased to be a charity trustee:

67.2.1the name of the charity trustee;

67.2.2any office held by him/her in the organisation; and

67.2.3the date on which he/she ceased to be a charity trustee.

68          The board must ensure that the register of Charity Trustees is updated within 28 days of any change:

68.1          which arises from a resolution of the board or a resolution passed by the members of the organisation; or

68.2          which is notified to the organisation. 

69          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.

Office-bearers

70          The Members must elect a President, a Vice-President, a Treasurer and a Secretary.

71          In addition to the office-bearers required under clause 71, the Members may elect further office-bearers if the Management Committee consider that to be required to represent the best interests of the Club and its Membership.

72          All of the office-bearers will cease to hold office at the conclusion of each AGM, but may then be re-elected under clause 69 or 71.

73          A person elected to any office will automatically cease to hold that office: -

73.1          if he/she ceases to be a charity trustee; or

73.2          if he/she gives to the organisation a notice of resignation from that office, signed by him/her.

 

 

Powers of board

74          Except where this constitution states otherwise, the Club (and its assets and operations) will be managed by the board; and the board may exercise all the powers of the Club.

75          A meeting of the board at which a quorum is present may exercise all powers exercisable by the board.

76          The members may, by way of a resolution passed in compliance with clause 49(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.

77          The board may fill any vacancies among the Trustees that may occur during the year.  These individuals shall hold office until the next AGM where they will retire but may stand for re-election. Such Trustees should not exceed one-third of the total elected number of Trustees.

78          To delegate any of its powers to a sub-committee appointed for any special purpose. 

78.1          Such sub-committee shall be set up with a special remit which will lay down the purpose of the sub-group, any powers delegated from the main committee and timescales associated with it;

78.2          The sub-committee shall make recommendations back to the main committee, who shall have all decision making authority over the sub-committee and shall have the responsibility of those decisions;

78.3          At least one member of the Committee shall sit on any sub-committee and provide a report at each Trustee meeting after the sub-committee set up in order to inform the rest of the Committee members on progress to date;

78.4          The Chairperson is an ex-officio member of all sub-committees.

 

 

Trustees - general duties

79          Each of the Charity Trustees has a duty, in exercising functions as a charity trustee, to act in the interests of the Club; and, in particular, must:-

79.1          seek, in good faith, to ensure that the Club acts in a manner which is in accordance with its purposes;

79.2          act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person;

79.3          in circumstances giving rise to the possibility of a conflict of interest between the Club and any other party:

79.3.1put the interests of the Club before that of the other party;

79.3.2where any other duty prevents him/her from doing so, disclose the conflicting interest to the Club and refrain from participating in any deliberation or decision of the other Charity Trustees with regard to the matter in question;

79.4          ensure that the Club complies with any direction, requirement, notice or duty imposed under or by virtue of the Charities and Trustee Investment (Scotland) Act 2005.

80          In addition to the duties outlined in clause 78, all of the Charity Trustees must take such steps as are reasonably practicable for the purpose of ensuring: -

80.1          that any breach of any of those duties by a charity trustee is corrected by the charity trustee concerned and not repeated; and

80.2          that any trustee who has been in serious and persistent breach of those duties is removed as a trustee.

81          Provided he/she has declared his/her interest - and has not voted on the question of whether or not the Club should enter into the arrangement - a charity trustee will not be debarred from entering into an arrangement with the Club in which he/she has a personal interest; and (subject to clause 80.3and 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.

82          No charity trustee may serve as an employee (full time or part time) of the Club; and no charity trustee may be given any remuneration by the Club for carrying out his/her duties as a charity trustee but may receive commensurate remuneration for any other such duty or service provided through a written agreement.  The number of Charity Trustees receiving such remuneration will not be more than one quarter of the total number of Trustees.

83          The Charity Trustees may be paid all travelling and other out of pocket 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

84          Each of the Charity Trustees shall comply with the code of conduct prescribed by the board from time to time.

85          The code of conduct referred to in clause 83 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

86          Any charity trustee may call a meeting of the board or ask the secretary to call a meeting of the board.

87          At least seven [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.

86.1     In such cases, the notice for the meeting shall be 7 days, this notice being given personally to each committee member.

Procedure at board meetings

88          No valid decisions can be taken at a board meeting unless a quorum is present; the quorum for board meetings is five[5] Charity Trustees, present in person.

89          If at any time the number of Charity Trustees in office falls below the number stated as the quorum in clause 87, 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.

90          The chair of the Club should act as chairperson of each board meeting.

91          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.

92          Every Charity Trustee has one vote, which must be given personally.

93          All decisions at board meetings regarding the day to day management of the Club will be made by majority vote, in all other matters they shall be referred to the full membership to consider at an AGM.

94          If there are an equal number of votes for and against any resolution, the chairperson of the meeting will be entitled to a second (casting) vote.

95          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.

96          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 Club; he/she must withdraw from the meeting while an item of that nature is being dealt with.

97          For the purposes of clause 97: -

97.1          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;

97.2          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 Board of Trustees, officer or elected representative has an interest in that matter.

Minutes

98          The board must ensure that proper minutes are kept in relation to all board meetings and meetings of sub-committees.

99          The board minutes to be kept under clause 97 must include the names of those present; and (as far as possible) should be signed by the chairperson of the meeting.

100       The board shall (subject to clause 100) make available copies of the minutes referred to in clause 97 to any member of the club requesting them.

101       The board may exclude from any copy minutes made available to a member of the public 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 Club 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

102       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.

103       The board may also delegate to the chair of the Club (or the holder of any other post) such of their powers as they may consider appropriate.

104       When delegating powers under clause 101 or 102, the board must set out appropriate conditions (which must include an obligation to report regularly to the board).

105       Any delegation of powers under clause 103 or 104 may be revoked or altered by the board at any time.

106       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

107       Subject to clause 112, the signatures of two out of four unrelated 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 Club; at least one out of the two signatures must be the signature of a charity trustee.

108       Where the Club 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 clause106.

Accounting records and annual accounts

109       The board must ensure that proper accounting records are kept, in accordance with all applicable statutory requirements.

110       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.

 

Finance

111       The funds of the Club may only be used to support the stated objectives of the Club.

112       No member of the Club may receive payment directly or indirectly for services to the Club other than to reimburse legitimate expenses incurred in its work or by written service provision agreement.

113       The Treasurer must lodge all monies in a bank account in the name of the Club.  Cheques may only be drawn on the signature of two of the nominated Officers, one of whom must be a Charity Trustee.

114       The Treasurer keeps correct accounts showing the financial affairs of the Club and must arrange for their scrutiny by an independent financial examiner at the end of the financial year – 31st October.

115       A statement showing the balance of Club funds is presented to the Committee of Trustees prior to its submissions to the Annual General Meeting.

116       The Committee of Trustees will prepare a Trustees’ Annual Report for the AGM to explain areas not covered in the financial statements and to show how the financial information presented relates to the Club and the activities of the Club.

117       All monies due and owing to the Club shall be recoverable, at law, in the name of the Club.

MISCELLANEOUS

Dissolution of the Club

118       If the Club 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.

119       If the Club is to be dissolved, the Board of Trustees will call an EGM, called specifically for that purpose and a resolution will be brought before the whole membership.  The motion will be carried only if passed by a two-thirds majority of the full members, present and voting.

120       In special circumstances where the Club has been awarded monies from funding bodies, then the money remaining and which was ring-fenced for a particular project, will be disposed of in the manner set out by each independent funding body in line with their funding policies and criteria.

121       Any surplus assets available to the Club 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 Club as set out in this constitution.

Alterations to the constitution

122       This constitution may (subject to clause 122) be altered by resolution of the members passed at a members’ meeting (subject to achieving the two thirds majority referred to in clause 48) or by way of a written resolution of the members. 

122.1     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

123       References in this constitution to the Charities and Trustee Investment (Scotland) Act 2005 should be taken to include: -

123.1     any statutory provision which adds to, modifies or replaces that Act; and

123.2     any statutory instrument issued in pursuance of that Act or in pursuance of any statutory provision falling under paragraph 124.1above.

124       In this constitution: -

124.1     “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;

124.2     “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;

124.3     “board” refers to the board of trustees.

 

Adopted at an Extraordinary General Meeting of the club at Scotstoun Stadium on Monday the 20th of February 2017