Scottish Genealogy Society (SCIO)
Registered Charity Number SC053432
GENERAL
Type of Organisation
1 The Scottish Genealogy Society 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 from Edinburgh.
Name
3 The name of the organisation is The Scottish Genealogy Society (SCIO), referred to hereafter as ‘the SGS’.
Purposes
4 The principal purposes of the SGS are to advance education and lifelong learning by promoting the study of Scottish family history and genealogy.
5 In furtherance of these purposes, the SGS seeks: -
5.1 To promote and increase public interest, appreciation, and knowledge in Scottish family history and genealogical studies by presenting public talks, and other events that support and encourage participation.
5.2. To provide opportunities and facilities for research i.e., by operating a research centre and library.
5.3. To do all lawful things which are deemed to further the purposes of the SGS or are conducive or incidental to doing so, subject to clause 5.2.
Powers
6 In furtherance of the purposes, the Society has the following powers:
6.1 To open and operate a bank account in the name of the SGS and to make and receive payments in furtherance of the objectives of the SGS.
6.2 Subject to such consents as may be required by law, to borrow, or to raise funds and invite and receive contributions from any person or persons whatsoever by way of subscription and otherwise including organised fund-raising events.
6.3 To invite donations in support of the SGS and to allocate donations to charities, keeping records of any such donations and of feedback from recipients.
6.4 To make application for and secure grants from public bodies, charitable institutions, voluntary Trusts, the Lottery commission and other agencies or organisations to fund the SGS’s purposes.
6.5 Purchase, take on lease or exchange, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of the objectives and construct, maintain and alter any buildings necessary for the work of the SGS.
6.6 Make regulations for the management of any property owned by or may be so acquired.
6.7 Invest any funds which are not immediately required for the SGS’s objectives in or upon such investments securities or property as may be considered appropriate (and to dispose of, and vary such investments), subject to any conditions as may at the time be imposed or required by law.
6.8 To effect insurance of all kinds (which may include Trustees’ liability insurance).
6.9 Enter into partnerships/affiliations, or contractual agreements which can further the objectives of the SGS.
6.10 To be affiliated to, and in addition take out membership of such organisations that are in the interest of, and compatible with the objectives of the SGS.
6.11 To be affiliated to the relevant national governing body and comply with regulations and statutes.
6.12 Facilitate access to a range of services for the members of the SGS and encourage their involvement in planning and developing services relevant to the needs of its members.
6.13 Where necessary employ and pay any person or persons (whether paid or self-employed) to supervise, organise and carry on the work of the SGS.
6.14 Engage the services of volunteers to assist in the work of the SGS and reimburse all approved out-of-pocket expenses.
6.15 Arrange and provide for the holding of exhibitions, meetings, seminars, training courses, and activity events as appropriate.
6.16 Promote and carry out or assist in promoting and carrying out research, surveys, and investigations and, where considered appropriate, publish the results.
6.17 With due regard to confidentiality and prevailing data protection legislation collect and disseminate information on all matters affecting the objectives and exchange such information with other bodies having similar objectives, whether in the United Kingdom or elsewhere.
6.18 To provide relevant information, including information from statutory bodies, and facilitate the exchange and sharing of resources, ideas, and the planning of services.
6.19 To make such rules and procedures as considered necessary for the day-to-day management by Trustees of the SGS.
6.20 Cause to be written and printed or otherwise reproduced and circulated, free of charge or for payment such papers, books, periodicals, leaflets or other documents or films or recorded media (whether audio or visual or both) as shall further the objectives.
6.21 Construct, create and regularly update content for and make public a website and social media pages, free of charge or for payment, for the purposes of promoting the work and activities of the SGS.
Asset lock
7 No part of the income or property of the SGS may be paid or transferred (directly or indirectly) to the members during the SGS’s existence. In the event of its dissolution, its assets/property will be distributed amongst charities whose objectives are the same - or which closely resemble – the purposes of the SGS as set out in this Constitution. This clause does not prevent the SGS making any payment which is permitted under reimbursement out-of-pocket expenses/ agreed service.
Equal opportunities
8 In relation to its purposes the SGS will: -
8.1 Strive to avoid intentional and unintentional discrimination by virtue of any protected characteristics as determined by the Equality Act 2010 or any other artificial barriers or prejudices.
8.2 Undertake whatever and wherever possible any changes in the organisation or facilities that may be necessary to implement the above.
Liability of members
9 The members of the SGS have no liability to pay any sums to help meet the debts (or other liabilities) of the SGS if it is wound up; accordingly, if the SGS is unable to meet its debts, the members will not be held responsible.
10 The members and charity trustees have certain legal duties under the Charities and Trustee Investment (Scotland) Act 2005, and clause 9 does not exclude (or limit) any personal liabilities they may 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
11 The structure of the SGS consists of: -
11.1 The Members, who have the right to attend members’ meetings (including any Annual General Meeting or AGM and any Extraordinary General Meeting or EGM) and have important powers under the constitution. In particular, the members elect people to serve on the council and take decisions on changes to the constitution itself.
11.2 The Council, who hold regular meetings (a minimum of three per calendar year) and generally control the activities of the SGS. For example, the council is responsible for monitoring and controlling the financial position of the SGS.
12 The people serving on the council are referred to in this constitution as Charity Trustees.
Members
Qualifications for membership
13 Membership will be open to any individual aged 16 or over, club or institution that wishes to assist in the furtherance of the purposes and agrees to operate within the constitution of the SGS.
14 There will be four categories of personal membership (1) individual or (2) family membership within the UK and (3) non-UK membership in receipt of a paper journal or (4) non-UK membership in receipt of an electronic journal. Membership is open to all who wish to assist in the furtherance of the objectives and who agree to operate within the constitution of the SGS. These members shall have full voting rights at members’ meetings. Family membership shall have two votes.
15 Institutional membership which is open to Institutions with similar objectives whether in the United Kingdom or abroad who wish to assist in the furtherance of the objectives and who agree to operate within the constitution of the SGS. This category of membership will have no voting rights.
16 Employees of the SGS are not eligible for membership.
Application for membership
17 Membership is by annual subscription only. Payment can be made remotely or in person by bank transfer, credit or debit card and any other electronic payment method or by bank standing order, bank cheque or by cash, and no application will be refused other than on reasonable grounds.
18 Subject to clause 27 the council may, at its discretion, refuse to admit any person to membership. The council must notify such applicant promptly of its decision not to admit them to membership.
19 The council shall have the right for good and sufficient reason to terminate the membership of any individual, family, or Institution.
19.1 The council must notify the individual or the individual representing the family or such institution (as the case may be) promptly in writing or by email of its decision to remove them from membership. Where membership is removed, the individual or the individual representing the family or such institution (as the case may be) will be entitled to appeal the decision and be heard by the council at a meeting convened for that purpose.
Membership subscription
20 The membership subscription shall be recommended by the council and agreed upon by a simple majority vote of the members at the AGM.
21 Only eligible members may attend and vote in general meetings.
Register of members
22 The council must keep a register of members, setting out in accordance with the current Data Protection Act: -
22.1 For each current member
22.1.1 Their full name, address, and an email address and
22.1.2 The date on which they paid their membership.
22.2 For each former member – for at least six years from the date on which they ceased to be a member: -
22.2.1 Their name and
22.2.2 The date on which they ceased to be a member.
23 The council must ensure that the register of members is updated within 28 days of any change: -
23.1 Which arises from a resolution of the council, or a resolution passed by the members of the SGS, or
23.2 Which is notified to the SGS.
24 If a member or charity trustee of the SGS requests a copy of the register of members, the council 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 council may provide a copy which has the addresses, and any personal details are redacted.
Withdrawal from membership
25 Any member who, or Institution which, wants to withdraw from membership must give notice of withdrawal to the SGS. They will cease to be a member as from the time when the notice is received by the SGS.
Transfer of membership
26 Membership of the SGS may not be transferred by a member to any other person.
Refusal, suspension, or termination of membership
27 The council shall be entitled to: -
27.1 Refuse any application for membership on the grounds that such membership would be prejudicial to the objectives of the SGS. Should a membership application or renewal be refused, the prospective member shall have the right to appeal to the council before a final decision is made.
27.2 For good and sufficient reason, to refuse renewal of any existing member or terminate or suspend any membership provided that the member concerned shall have the right to be heard by the council before a decision is made. Where membership is removed: -
27.2.1 The resolution to expel any member or Institution must be passed by not less than two thirds of those elected trustees eligible to vote, present in person, video conferencing or represented by a proxy trustee delegate using an approved proxy voting method at a trustees' or council meeting; providing the following procedures have been observed:
27.2.2 At least 21 days’ notice of the intention to propose the resolution must be given to the member or Institution concerned, specifying the grounds for the proposed expulsion.
27.2.3 The member or Institution concerned will be entitled to be heard on the resolution at the trustees' or council meeting at which resolution is proposed.
27.2.4 The member or Institution is entitled to appeal the decision and be heard by the council at a meeting convened for that purpose.
27.3 The member may apply for reinstatement at the next general meeting.
27.4 Any member who fails to renew their membership shall forfeit the right to be a trustee and to attend general meetings until such fees are paid.
27.5 Membership shall terminate on death.
Members’ meetings
28 The council must arrange a meeting of members (an annual general meeting or “AGM”) in each calendar year at which all members who have paid their annual subscription may participate.
29 The gap between one AGM and the next must not be longer than 15 months.
30 Notwithstanding [Clause 28] an AGM does not need to be held during the calendar year in which the SGS is formed; but the first AGM must still be held within 15 months of the date on which the SGS is formed.
31 The business of each AGM, in accordance with clause 35, must include: -
31.1 The approval of the minutes of the previous AGM.
31.2 A report by the chair and/or secretary on the activities of the SGS.
31.3 Treasurer’s report and consideration of the annual accounts of the SGS.
31.4 The approval of the annual accounts.
31.5 The nomination/election/re-election of charity trustees as referred to in clauses 60 to 63.
31.6 The appointment of an independent examiner or examiners of the accounts.
31.7 Motions submitted by the council or by members, and
31.8 The transactions of such other matters as may from time to time be necessary.
Power to request the council arrange an Extraordinary General Meeting (EGM)
32 The council may arrange an EGM at any time by a simple majority vote.
33 The council must arrange an Extraordinary General Meeting (EGM) if they are requested to do so by a notice (in writing or by email) as detailed in clause 35 by twenty [20] members with voting rights or 5% of the membership whichever is the lesser, whether individual or representative sent to the secretary providing:
33.1 The notice states the purposes for which the meeting is to be held and
33.2 Those purposes are consistent with the terms of this constitution, the Charities and Trustee Investment (Scotland) Act 2005 or any other statutory provision.
34 If the council receives a notice under [clause 33] the date for the meeting which they arrange in accordance with the notice must not be later than sixty [60] days from the date on which they received the notice.
Notice of members’ meetings
35 At least fourteen [14] clear days’ notice must be given of any AGM or any EGM.
36 The notice calling a members’ meeting must specify in general terms what business is to be dealt with at the meeting, and
36.1 In the case of a motion to alter the constitution, it must set out the exact terms of the proposed alteration(s), or
36.2 In the case of any other motion falling within clause 48 (requirement for two-thirds majority) it must set out the exact terms of the motion and it must be received by the Council sixty [60] days before the AGM.
37 The reference to “clear days” in clause 35 shall be taken to mean that, in calculating the period of notice: -
a) the day after the notices are posted (or sent by email) should be excluded; and
b) the day of the meeting itself should also be excluded.
38 Notice of every members’ meeting must be given to all members of the SGS, and to the council but the accidental omission to give notice to one or more members will not invalidate the proceedings or outcome at the meeting.
39 Any notice which requires to be given to a member under this constitution must be:
39.1 Sent by post to the member, at the address last notified by them to the SGS
39.2 Sent by email to the member, at the email address last notified by them to the SGS.
40 If members and charity trustees/council are permitted to participate in a members’ meeting by way of an audio-visual link, the notice must set out details of how to connect and participate via that link or links.
Procedure at members’ meetings
41 No valid decisions can be taken at any members’ meetings unless a quorum is present, or a proxy declaration has been received. Proxy votes shall be permitted where these are notified to members, in a valid format, by a member and received at the registered office of the SCIO not less than 48 hours (weekends are excluded from this requirement) before the start of the general meeting. A valid format means that it must: -
41.1 State the name and address of the member appointing the proxy.
41.2 Unless a proxy notice indicates otherwise, it must be treated as: -
(a) allowing that the chair is appointed as a proxy, discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and
(b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.
42 The quorum for a members' meeting is either 5% of total membership or no fewer than twenty [20] eligible members (whichever is the lesser), either present in person or by video conferencing, electronic participation, or having submitted a proxy declaration in advance of the members’ meeting.
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 SGS should act as chairperson of each members’ meeting.
45 If the chair of the SGS 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 eligible member of the Society, as detailed in clause 13 has one vote, which must be given in person, or by phone or video conferencing or email and subject to clause 41 proxy vote permissions.
47 All decisions at members’ meetings will be made by majority vote except for the types of motion listed in clause 48.
48 The following motions submitted by either trustees or members will be valid only if passed by a majority of not less than 14 members or by two thirds of those eligible to vote, present in person, video conferencing or represented by a proxy delegate using an approved proxy voting method on the resolution at a members’ meeting:
48.1 A motion amending the constitution.
48.2 A motion expelling a person from membership under clause 27.
48.3 A motion directing the council to take any particular action (or directing the council not to take any particular action).
48.4 A motion approving the amalgamation of the SGS with another SCIO (or approving the constitution of the new SCIO to be constituted as the successor pursuant to that amalgamation).
48.5 A resolution to the effect that all of the SGS’s property, rights and liabilities should be transferred to another SCIO (or agreeing to the transfer from another SCIO of all its property, rights and liabilities).
48.6 A motion for the winding up or dissolution of the SGS.
49 If there are an equal number of votes for and against any motion, the chair of the meeting will be entitled to a second (casting) vote.
50 A motion put to the vote at a members’ meeting will be decided on a show of hands –unless the chair (or at least two other members present at the meeting) ask for a secret ballot.
51 The chair will decide how any secret ballot is to be conducted, and they 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 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 council must ensure that proper minutes are kept 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 chair of the meeting.
Council of trustees
Number of charity trustees
55 The maximum number of trustees is sixteen [16].
56 The minimum number of trustees is five [5].
Eligibility
57 A person shall not be eligible for election or appointment to the council unless they are a member of the SGS.
58 A person shall not be eligible for election or appointment to the council if they are:
58.1. Disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005 or
58.2 An employee of the SGS.
Initial charity trustees
59 The individuals who signed the charity trustee declaration forms which accompanied the application for incorporation shall be deemed to have been appointed by the members as charity trustees with effect from the date of the incorporation of the SGS.
Election, retiral, re-election
60 The members may nominate any member to be a charity trustee (unless they are debarred from membership under clause 58) such nominations will be subject to a trustee recruitment process and election at an AGM.
61 The council may at any time appoint any member (unless they are debarred from membership under clause 58) to be a charity trustee.
62 Charity trustees are elected for a period of two [2] years but are then eligible for re-election.
63 A charity trustee retiring at an AGM will be eligible for re-election (deemed to have been re-elected) unless they advise the council prior to the AGM that they do not wish to be reappointed as a charity trustee.
63.1 The resolution for the re-election of that charity trustee was put to the AGM and was not carried.
Termination of office
64 A charity trustee will automatically cease to hold office if: -
64.1 They become disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005.
64.2 They become incapable for medical reasons of carrying out their duties as a charity trustee – but only if that has continued (or is expected to continue) for a period of more than six months.
64.3 They cease to be a member of the SGS.
64.4 They become an employee of the SGS.
64.5 They give the SGS a notice of resignation (either in writing or by email).
64.6 They are absent (without good reason, in the opinion of the council) from more than three consecutive council meetings – but only if the council resolves to remove them from office.
64.7 They are removed from office by resolution of the council on the grounds that they are considered to have committed a serious breach of the code of conduct for charity trustees (as referred to in clause 87)
64.8 They are removed from office by resolution of the council on the grounds that they are considered to have been in serious or persistent breach of their duties under section 66 (1) or (2) of the Charities and Trustee Investment (Scotland) Act 2005. or
64.9 They are removed from office by a resolution of the members passed at a members’ meeting.
65 A resolution under clause 64.7, 64.8 or 64.9 shall be valid only if: -
65.1 The charity trustee concerned is given reasonable prior notice (in writing or by email) of the grounds upon which the resolution for their removal is to be proposed.
65.2 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
65.3 In the case of a resolution under clause 64.7 or 64.8 at least two thirds (to the nearest whole number) of the charity trustees then in office vote in favour of the resolution.
65.4 There is a mechanism for appeal.
Register of charity trustees
66 The council must keep a register of charity trustees setting out: -
66.1 For each current charity trustee:
66.1.1 Their full name and address.
66.1.2 The date on which they were appointed as a charity trustee, and
66.1.3 Any office held by them in the SGS.
66.2 For each former charity trustee – for at least 6 years from the date on which they ceased to be a charity trustee:
66.2.1 The name of the charity trustee:
66.2.2 Any office held by them in the SGS, and
66.2.3 The date on which they ceased to be a charity trustee.
67 The council must ensure that the register of charity trustees is updated within 28 days of any change: -
67.1 Which arises from a resolution of the council, or a resolution passed by the members of the SGS, or
67.2 Which is notified to the SGS.
68 If any person requests a copy of the register of the charity trustees, the council must ensure that a copy is supplied to them within 28 days, providing the request is reasonable. If the request is made by a person who is not a charity trustee of the SGS, the council must provide a copy which has the addresses redacted.
Office bearers
69 The charity trustees must elect (from among themselves) a chair, a treasurer, and a secretary.
70 In addition to the office-bearers required under clause 69, the charity trustees may elect (from among themselves) further office-bearers if they consider that appropriate.
71 Office-bearers shall retire from office but may re-elected under clause 69 or 70.
72 A person elected to any office will automatically cease to hold that office: -
72.1 If they cease to be a charity trustee, or
72.2 If they give the SGS a notice of resignation from that office, signed by them.
Powers of the council
73 Except where this constitution states otherwise, the SGS (and its assets and operations) will be managed by the council, and the council may exercise all the powers of the SGS.
74 A meeting of the council at which a quorum is present as detailed in clause 93 may implement all powers exercisable by the council.
75 The members may, by way of a resolution passed in compliance with clause 47 (requirement for two-thirds majority), direct the council to take any particular action or direct the council not to take any particular action, and the council shall give effect to any such accordingly.
76 The council 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.
Delegation of powers
77 The council may delegate any of its powers to a sub-committee appointed for any special purpose: -
77.1 Such sub-committee shall be set up with a special remit which will lay down the purpose of the sub-committee, any powers delegated from the council and timescales associated with it.
77.2 At least one member of the council shall sit on any sub-committee and provide a report at each council meeting to inform the rest of the council members on progress to date.
77.3 The chair is an ex-officio member of all sub-committees.
78 The terms of reference for each sub-committee, and the provisions relating to membership of each sub-committee, shall be set by the council.
79 The council may also delegate to the chair of the SGS (or holder of any other post) such of their powers as they may consider appropriate.
80 When delegating powers under clause 77 or 79, the council must set out appropriate conditions (which must include an obligation to report regularly to the council).
81 Any delegations of powers under 77 or 79 may be revoked or altered by the council at any time.
Charity trustees – General duties
82 Each of the charity trustees has a duty, in exercising functions as a charity trustee, to act in the interests of the SGS, and in particular, must: -
82.1 Seek in good faith, to ensure that the SGS acts in a manner which is in accordance with its purposes.
82.2 Act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person.
82.3 In circumstances giving rise to the possibility of a conflict of interest between the
SGS and any other party.
82.3.1 Put the interests of the SGS before that of the other party.
82.3.2 Where any other duty prevents them from doing so, disclose the conflicting interest to the SGS and refrain from participating in any deliberation or decision of the charity trustees with regard to the matter in question.
82.4 Ensure that the SGS complies with any direction, requirement, notice or duty imposed under or by virtue of the Charities and Trustee Investment (Scotland) Act 2005.
83 In addition to the duties outlined in clause 82 all the charity trustees must take steps as are reasonably practicable for the purpose of ensuring: -
83.1 That any breach of any of those duties by a charity trustee is corrected by the charity trustee concerned and not repeated, and
83.2 That any trustee who has been in serious and persistent breach of those duties is removed as a trustee.
84 Providing they have declared their interest – and have not voted on the question of whether or not the SGS should enter into the arrangement – a charity trustee will not be debarred from entering into the arrangement with the SGS in which they have a personal interest and (subject to clause 85 and to the provisions relating to the renumeration for services contained in the Charities and Trustee Investment (Scotland) Act 2005), they may retain any personal benefit which arises from that arrangement.
85 No charity trustee may serve as an employee of the SGS, and no charity trustee may be given any renumeration by the SGS for carrying out their duties as a charity trustee but may receive commensurate renumeration for any other such duty or service provided through a written agreement. The number of charity trustees receiving such renumeration will not be more than one quarter of the total number of trustees.
86 The charity trustees may be paid all travelling and other out of pocket expenses incurred by them in connection with carrying out their duties. This may include expenses relating to their attendance at meetings.
Code of conduct for trustees
87 Each of the charity trustees shall comply with the code of conduct as prescribed by the council from time to time.
88 The code of conduct referred to in clause 87 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 council meetings
89 Any charity trustee may call or request a meeting of the council or ask the secretary to call a meeting of the council.
90 At least fourteen [14] days’ notice must be given of each council meeting, unless (in the opinion of the person calling the meeting) there is a degree of urgency which makes that inappropriate. In such cases the notice period for the meeting shall be within seven [7] days, this notice being given to each council member.
91 If restrictions arising from public health legislation or guidance are likely to mean that attendance in person at a proposed meeting would not be possible or advisable for one or more of the charity trustees, the council must make arrangements for charity trustees to participate in that council meeting by way of audio and/or video conferencing.
92 If charity trustees are to be permitted to participate in a council meeting by way of audio link or by way of video conferencing, the charity trustees must, in advance of the meeting, be provided with details of how to connect and participate via that link or links.
Procedure at council meetings
93 No valid decisions can be taken at a council meeting, unless a quorum is present; the quorum for council meetings is five [5] charity trustees, present in person.
94 An individual participating in a council meeting via an audio link or by video conferencing which allows them to hear and contribute to discussions at the meeting will be deemed to be present in person (or, if they are not a charity trustee will be deemed to be in attendance) at the meeting.
95 If at any time the number of charity trustees in office falls below the number stated as the quorum in clause 93 the remaining charity trustee(s) will have power to fill the vacancies (by co-option) or to call a members’ meeting - but will not be able to take any other valid decisions.
96 The chair of the SGS should act as chairperson of each council meeting.
97 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.
98 Every trustee has one vote, which must be given personally.
99 Where a charity trustee or charity trustees are participating in a council meeting via an audio or audio-visual link, they may cast their vote on any resolution orally, or by way of some form of visual indication, or by use of a button or similar, or by way of a message sent electronically.
100 All decisions at council meetings regarding the day-to-day management of the SGS will be made by a simple majority vote, in all other matters they shall be referred to the full membership to consider at an AGM.
101 If there is an equal number of votes for and against a motion, the chairperson of the meeting will be entitled to a second (casting) vote.
102 The council may, at its discretion allow any person to attend and speak at a council meeting notwithstanding that they are not a charity trustee – but on the basis that they must not participate in decision making.
103 A charity trustee must not vote at a council meeting (or at a meeting of a sub-committee) on any motion which relates to a matter in which they have a personal interest or duty which conflicts (or may conflict) with the interests of the SGS; they must withdraw from the meeting while an item of that nature is being dealt with.
104 For the purposes of the clause 103
104.1 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.
104.2 A charity trustee will ‘subject to clause 109’ be deemed to have a personal interest in relation to a particular matter if a body in relation to which they are an employee, director, member of the council of trustees, officer or elected representative has an interest in that matter.
105 Where a subsidiary of the SGS has an interest in a particular matter which is to be considered by the council, a charity trustee who is also a director of that subsidiary will not be debarred from voting on that matter (unless they have a different personal interest in that matter, unrelated to their position as a director of that subsidiary).
Council resolutions agreed in writing or by email
106 A resolution agreed to in writing (or by e-mail) by a majority of the charity trustees will be as valid as if it had been passed at a council meeting. The date of the resolution will be taken to be the date on which last member agreed to it.
Minutes
107 The council must ensure that proper minutes are kept in relation to all council meetings and meetings of sub-committees, and that a proper record is kept of all resolutions agreed to (in writing or by email) by the charity trustees under clause 106
108 The council minutes to be kept under clause 107 must include the names of those present; and (as far possible) should be signed by the chairperson of the SGS.
Administration
Accounting records and annual accounts
109 The council must ensure that proper accounting records are kept, in accordance with all applicable statutory requirements.
110 The council must prepare annual accounts complying with all relevant statutory requirements including an independent examination; if an audit is required under any statutory provisions (or if the council consider that an audit would be appropriate for some other reason), the council should ensure that an audit of the accounts is carried out by a qualified auditor.
Finance
111 The funds of the SGS may only be used to support the stated objectives of the SGS.
112 No member of the SGS may receive payment directly or indirectly for services to the SGS other than to reimburse legitimate out of pocket expenses incurred by them in their work, on behalf of the SGS, or by written service provision agreement.
113 The treasurer must keep correct accounts showing the financial affairs of the SGS and arrange for their scrutiny by an independent examiner at the end of the financial year (30th September).
114 A statement of accounts showing the balance of the SGS funds is presented to the council of trustees prior to its submissions to the Annual General Meeting for approval.
115 The council of trustees will prepare a Trustees’ Annual Report for the AGM to explain any areas not covered in the financial statements and to show how the financial information presented relates to the SGS and the activities of the SGS.
116 All monies due and owing to the SGS shall be recoverable, at law, in the name of the SGS.
Operations of bank accounts
117 The treasurer must lodge all monies in a bank account in the name of the SGS. Cheques may only be drawn on the signature of the treasurer and one of the other nominated officers.
118 Subject to clause 117 the signatures of two out of the three unrelated signatories authorised by the council will be required in relation to all operations (other than the lodging of funds) on any bank accounts held by the SGS, in accordance with the financial regulations of the SGS, and the terms of any mandates with the SGS’s bankers
119 The SGS may also make payments by direct debit, standing orders, BACs or CHAPS direct debit and Faster Payments by specifically authorised individuals. Direct payments must only be made for expenditure properly authorised and incurred by the SGS.
120 Where the SGS uses electronic facilities for the operation of any bank accounts, the authorisations required for operations on that account must be consistent with approach reflected in clause 118
121 Where electronic banking is used, passwords are to be changed periodically and all electronic equipment is kept up to date with antivirus, spyware and firewall software.
Dissolution of the Scottish Genealogy Society
122 If the SGS 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 Trustees Investment (Scotland) Act 2005.
123 If the SGS is to be dissolved, the council of trustees will call an EGM 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 members, eligible to vote, present in person, video conferencing or represented by a proxy delegate using an approved proxy voting method.
124 Any surplus assets available to the SGS immediately preceding its winding up or dissolution must be transferred to some other charity or charities whose objectives are the same – or which closely resemble – the purposes of the SGS as set out in this constitution.
125 The charity or charities to which property is transferred under clause 124 shall be determined by the members of the SGS at or before the time of dissolution or, failing such determination, by such authority as may have jurisdiction at the time.
Alterations to the constitution
126 The constitution may (subject to clause 127) be altered by the resolution of the majority of the council of trustees then advised and passed at a members’ meeting (subject to achieving the minimum fourteen [14] members or by two thirds majority referred to in clause 48) or by way of a written resolution of the eligible members.
127 The Charities and Trustees 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
128 References in this constitution to the Charities and Trustee Investment (Scotland) Act 2005 should be taken to include: -
128.1 Any statutory provision which adds to, modifies, or replaces that Act, and
128.2 Any statutory instrument issued in pursuance of that Act or in pursuance of any statutory provision falling under clause 128 above.
129 In this constitution: -
129.1 “charity” means a body which is either a “Scottish charity” within the meaning of section 13 of the Charities and Trustees Investment (Scotland) Act 2005 or a “charity” within the meaning of section 1 of the Charities Act 2006, providing (in either case) that its objectives are limited to charitable purposes.
129.2 “charitable purpose” means a charitable purpose under section 7 of the Charities and Trustees Investment (Scotland) Act 2005 which is also regarded as a charitable purpose in relation to the application of the Taxes Acts.
129.3 “council” refers to the council of trustees.
129.4 “connected” is defined by the Charities and Trustee Investment (Scotland) Act 2005 as:
· Any person to whom the [signatory] is married, is the civil partner of the [signatory] or with whom the [signatory] is living as husband and wife or, where the [signatory] and the other person are of the same sex, in an equivalent relationship.
· Any child, parent, grandchild, grandparent, brother, or sister of the [signatory] (and any spouse of any such person)
· For the purposes of the above, a person who is another person’s stepchild or brought up or treated by another person as if the person were a child of the other person, is to be treated as that other person’s child.