STONEHOUSE JUBILEE CLUB
TYPE OF ORGANISATION
The organisation will, upon registration, be a Scottish Charitable
Incorporated Organisation (SCIO).
SCOTTISH PRINCIPAL OFFICE
The principal office of the organisation will be in Scotland and will remain
The name of the organisation is Stonehouse Jubilee Club SCIO.
The organisation’s purposes are:
4.2 To provide social interaction among members, guests and other
4.3 To provide information and signpost members and guests to other
agencies where they may secure the information they require;
4.4 To improve the quality of life and enhance the self- esteem of its members and guests.
The organisation has power to do anything which is calculated to further its
purposes or is conducive or incidental to doing so.
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
The members of the organisation have no liability to pay any sums to help 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.
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
The structure of the organisation consists of:-
9.1 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
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..
Qualifications for membership
11 Membership is open to any individual aged 16 or over who resides in
Stonehouse, or its environs, and is a supporter of the organisation.
12 Employees of the organisation are not eligible for membership.
Application for membership
13 Any person who wishes to become a member must sign a written
application for membership; the application will then be considered by the
board at its next board meeting.
14 The board may, at its discretion, refuse to admit any person to
15 The board must notify each applicant promptly (in writing or by
e-mail) of its decision on whether or not to admit him/her to
16 All members shall pay such subscriptions as the Board may from time to time decide.
Register of members
17 The board must keep a register of members, setting out
17.1. for each current member:
17.1.1 his/her full name and address; and
17.1.2 the date on which he/she was registered as a member of
17.2 For each former member – for at least six years from the date
he/she ceased to be a member:-
17.2.1 his/her name; and
17.2.2 the date on which he/she ceased to be a member
18 The board must ensure that the register of members is updated
within 28 days of any change:-
18.1 which arises from a resolution of the board or a resolution
passed by the members of the organisation; or
18.2 which is notified to the organisation.
19 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 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 addresses blanked out.
20 Withdrawal from membership
Any person who wants to withdraw from membership must give a
written notice of withdrawal to the organisation, signed by him/her;
he/she will cease to be a member as from the time when the notice is
received by the organisation..
21 Transfer of membership
Membership of the organisation may not be transferred by a member.
22 Re-registration of members
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.
23 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 22, the board
may expel him/her from membership.
24 A notice under clause 22 will not be valid unless it refers specifically to
the consequences (under clause 23) of failing to provide confirmation
within the 28-day period.
25 Expulsion from membership
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
25.1 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.
25.2 the member concerned will be entitled to be heard on the
resolution at the members’ meeting at which the resolution
DECISION-MAKING BY THE MEMBERS
26 The board must arrange a meeting of members (an annual general
meeting or “AGM”) in each calendar year.
27 The gap between one AGM and the next must not be longer than 15
28 Notwithstanding clause 26, 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
29 The business of each AGM must include:-
29.1 a report by the chair on the activities of the organisation;
.29.2 consideration of the annual accounts of the organisation;
29.3 the election/re-election of charity trustees, as referred to in
clauses 58 to 61.
30 The board may arrange a special members’ meeting at any time.
Power to request the board to arrange a special members’ meeting
31 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:
31.1.- the notice states the purposes for which the meeting is to be
31.2 those purposes are not inconsistent with the terms of this
constitution, the Charities and Trustee (Investment) Scotland
Act 2005 or any other statutory provision.
32 If the board receive a notice under clause 31, 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
33 At least 14 clear days’ notice must be given of any AGM or any
special members’ meeting.
34 The notice calling a members’ meeting must specify in general terms
what business is to be dealt with at the meeting; and
34.1 in the case of a resolution to alter the constitution, must set
out the exact terms of the proposed alteration(s); or
34.2 in the case of any other resolution falling within clause 45
(requirement for two-thirds majority) must set out the exact
terms of the resolution.
35 The reference to “clear days” in clause 33 shall be taken to mean that,
in calculating the period of notice,
35.1 the day after the notices are posted (or sent by e-mail) should
be excluded; and
35.2 the day of the meeting itself should also be excluded.
36 Notice of every members’ 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
proceeding at the meeting.
37 Any notice which requires to be given to a member under this
constitution must be:-
37.1 sent by post to the member, at the address last notified by
him/her to the organisation; or
37.2 sent by e-mail to the member, at the e-mail address last
notified by him/her to the organisation.
Procedure at members’ meetings
38 No valid decisions can be taken at any members’ meeting unless a
quorum is present.
39 The quorum for a members meeting is 10 members, present in person.
40 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
41 The chair of the organisation should act as chairperson of each members’
42 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
Voting at members’ meetings
43 Every member has one vote, which must be given personally.
44 All decisions at members’ meetings will be made by majority vote –
with the exception of the types of resolution listed in clause 45.
45 The following resolutions will be valid only if passed by not less than
two thirds of those voting on the resolution at a members’ meeting (or
if passed by way of a written resolution under clause 49)
45.1 a resolution amending the constitution;
45.2 a resolution expelling a person from membership under article 25
45.3 a resolution directing the board to take any particular step (or
directing the board not to take any particular step);
45.4 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);
45.5 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
45.6 a resolution for the winding up or dissolution of the organisation.
46 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)
47 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.
48 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
49 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.
50 The board must ensure that proper minutes are kept in relation to all
51 Minutes of members’ meetings must include the names of those present;
and (so far as possible) should be signed by the chairperson of the
52 The board shall make available copies of the minutes referred to in
clause 50 to any member of the public requesting them; but on the
basis that the board may exclude confidential material to the extent
permitted under clause 96.)
Number of charity trustees
53 The maximum number of charity trustees is 8
54 The minimum number of charity trustees is 4
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
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 club.
Election, retiral, re-election
58 At each AGM, the members may elect any member (unless he/she is
debarred from membership under clause 55) to be a charity trustee.
59 The board may at any time appoint any member (unless he/she is
debarred under clause 55) to be a charity trustee
60 At each AGM all of the charity trustees must retire from office –
but may then be re-elected under clause 58
61 A charity trustee retiring at an AGM will be deemed to have been re-
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
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
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 trustee (as referred to
in clause 79);
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 & 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.
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
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 trustee, 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
67 The charity trustees must elect (from among themselves) a chair, a
treasurer and a secretary
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
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 members may, by way of a resolution passed in compliance with
clause 45 (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
74 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:-
74.1 seek, in good faith, to ensure that the organisation acts in a
manner which is in accordance with its purposes;
74.2 act with the care and diligence which it is reasonable to expect of
a person who is managing the affairs of another person;
74.3 in circumstances giving rise to the possibility of a conflict of
interest between the organisation and any other party:-
74.3.1 put the interests of the organisation before that of the
74.3.2 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
74.4 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.
75 In addition to the duties outlined in clause 74 all of the charity trustees
must take such steps as are reasonably practicable for the purpose of
75.1 that any breach of any of those duties by a charity trustee is
corrected by the charity trustee concerned and not repeated
75.2 and that any trustee who has been in serious and persistent
breach of those duties is removed as a trustee.
76 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 77 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.
77 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
78 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
Code of Conduct for charity trustees
79 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.
80 The code of conduct referred to in clause 79 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
81 Any charity trustee may call a meeting of the board or ask the
secretary to call a meeting of the board.
82 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
83 No valid decisions can be taken at a board meeting unless a quorum is
present; the quorum for board meetings is 4 charity trustees, present in
84 If at any time the number of charity trustees in office falls below the
number stated as the quorum in clause 83, 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.
85 The chair of the organisation should act as chairperson of each board
86 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
87 Every charity trustee has one vote, which must be given personally.
88 All decisions at board meetings will be made by majority vote.
89 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.
90 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.
91 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.
92 For the purpose of clause 91:-
92.1 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
92.2 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
93 The board must ensure that proper minutes are kept in relation to all
board meetings and meetings of sub-committees.
94 The minutes to be kept under clause 93 must include the names of those
present; and (so far as possible) should be signed by the chairperson of
95 (The board shall (subject to clause 96) make available copies of the
minutes referred to in clause 93 to any member of the public requesting
96 (The board may exclude from any copy minutes made available to a
member of the public under clause 95 any material which the board
considers ought properly to be kept confidential – on the grounds that
allowing access to such material could cause significant prejudice to the
interests of the organisation or on the basis that the material contains
reference to an employee or other matters which it would be
inappropriate to divulge
Delegation to sub-committees
97 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.
98 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
99 When delegating powers under clause 97 or 98, the board must set out
appropriate conditions (which must include an obligation to report
regularly to the board).
100 Any delegation of powers under clause 97 or 98 may be revoked or
altered by the board at any time.
101 The rules of procedure for each sub-committee, and the provisions
relating to membership of each sub-committee shall be set by the
Operations of accounts
102 Subject to clause 103, 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.
103 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 102.
Accounting records and annual accounts
104 The board must ensure that proper accounting records are kept, in
accordance with all applicable statutory requirements
105 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.
106 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.
107 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 resemble – the purposes of the organisation as set out in this
Alterations to the constitution
108 This constitution may (subject to clause 109) be altered by resolution of
the members passed at a members’ meeting,(subject to achieving the
two-thirds majority referred to in clause 45) or by way of a written
resolution of the members.
109 The Charities and Trustee Investment (Scotland) Act 2005 prohibits taking
certain steps (eg change of name, an alteration to the purposes,
amalgamation, winding-up) without the consent of the Office of the
Scottish Charity Regulator (OSCR)
110 References in this constitution to the Charities and Trustee Investment
(Scotland) Act 2005 should be taken to include:-
110.1 any statutory provision which adds to, modifies or replaces that
110.2 any statutory instrument issued in pursuance of that Act or in
pursuance of any statutory provision falling under paragraph
111 In this constitution:-
111.1 “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.
111.2 “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.
Certified as a true copy of the Constitution on behalf of the Trustees by the following:
Full Names &