CONTENTS GENERAL type of organisation, Scottish principal office, name, purposes, powers, liability, general structure clauses 1 - 11

MEMBERS qualifications for MEMBERship, register of MEMBERS, withdrawal, transfer, re-registration, expulsion, termination clauses 12 - 26

DECISION-MAKING BY THE MEMBERS MEMBERS’ meetings, power to request MEMBERS’ meeting, notice, procedure at MEMBERS’ meetings, voting at MEMBERS’ meetings, technical objections to remote participation, written resolutions, minutes clauses 27 - 64 BOARD (CHARITY TRUSTEES) number, eligibility, initial CHARITY TRUSTEES, election/ re-election / appointment, termination of office, register of CHARITY TRUSTEES, office bearers, powers, general duties, conflicts of interest, remuneration and expenses, code of conduct clauses 65 - 98

DECISION-MAKING BY THE CHARITY TRUSTEES notice, procedure at board meetings, technical objections to remote participation, executive committee, resolutions agreed in writing/by email, minutes clauses 99 - 128

ADMINISTRATION sub-committees, operation of accounts, accounting records and annual accounts clauses 128 - 135

MISCELLANEOUS winding up, alterations to the constitution, interpretation clauses 136 - 142

GENERAL

Type of organisation

1. The organisation will, upon registration, be the Clan MacEwen Society SCIO. SCIO means a Scottish Charitable Incorporated Organisation. Scottish principal office
2. The principal office of the organisation will be in Scotland (and must remain in Scotland). Name
3. The name of the organisation is Clan MacEwen Society SCIO, hereinafter referred to as “the organisation”, “the SCIO” and “the Society”. Purposes

4.      The organisation’s mission is: to preserve and advance the ancient heritage, traditions, and values of Clan MacEwen, foster unity and collaboration amongst the Society’s MEMBERS and contribute to local communities through cultural events, education, and charitable work.
   

4.1 The organisation recognises the Chief of the Name and Arms of MacEwen [“the Chief”] as the heraldic and inspirational leader of Clan MacEwen and the honorary leader of the Society. As such, the organisation recognises that Chief as its sole Patron who may be consulted on matters of heritage, tradition and other Clan and Society related subjects but the Chief shall have no governance authority over, and no legal liability for, the SCIO’s affairs unless the Chief first becomes a CHARITY TRUSTEE.

a. The Chief shall be the honorary Patron and ultimate cultural authority of the Society, with the BOARD (see clause 85) being responsible for the legal and charitable administration of the organisation. b. The Chief shall have honorary oversight and cultural authority and the operational and legal governance of the organisation shall remain with the CHARITY TRUSTEES. c. The Chief shall become a member of the SOCIETY without the payment of any dues and is free to attend any meeting of the BOARD and the SOCIETY but will have no voting rights unless the Chief first becomes a CHARITY TRUSTEE. d. Should the Chief notify the BOARD of the Chief’s wish to become a CHARITY TRUSTEE of the organisation, then the BOARD shall appoint the Chief as a CHARITY TRUSTEE pursuant to clause 74 regardless of the number limitations set forth in clause 65.

4.2 The organisation’s goals and objectives include:

a. Promoting and supporting research into and the study of the origins, history, heritage and culture of Clan MacEwen, and the ancient territory of the Cowal peninsula and areas of subsequent historical importance to Clan MacEwen and other Scottish Clans publishing the findings of such research, and disseminating this information using suitable communication media. b. Delivering talks and making presentations, including at film shows, cultural and other events, while taking a lead role in the dissemination of knowledge of Scottish historial heritage, in alignment of and useful for the purposes of the SCIO. c. Preserving or assisting in preserving sites, buildings, monuments, memorials, artefacts, and musical, literary, and artistic traditions which are of historic interest and connection to Clan MacEwen and/or to Scotland, whether vested in the SCIO or not. d. The BOARD shall oversee the management and verification of tree planting and sustainability initiatives, reporting annually to the MEMBERS. e. Establishing and promoting a centre or centres in Scotland, and elsewhere, for (amongst other things) the preservation and display of such articles as are specified in 4.2 (c) above, including a research and study library. f. To promote the study, teaching, and public use of the Scottish Gaelic language, especially dialects associated with Argyll and Cowal. g. Promoting the Highland Arts and strengthen our profile and relationships across the globe. h. Building a relationships and collaborating with other clan societies and trusts to promote clanship.

4.3 Additional goals and objectives include:

a. To advance the education of young people who are eligible to be (but need not be) voting MEMBERS of the SCIO by granting scholarships or bursaries to assist with their study of Scottish arts, heritage and culture. b. To protect and improve the natural environment of the areas of historical or subsequent importance to Clan MacEwen; the Society commits to working with local partners to rejuvenate the landscape and coastal areas of the Cowal peninsula of Scotland. c. To promote environmental sustanability action, the Society has a core project to plant a tree in Kilfinan Community Forest for every MEMBER renewal, and encourages MEMBERS to plant trees wherever they are in the world. Powers 5. The organisation has the power to do anything which is lawful and is calculated to further its purposes or is conducive or incidental to doing so. 6. No part of the income or property of the organisation may be paid or transferred (directly or indirectly) to the MEMBERS - either in the course of the organisation’s existence or on dissolution - except where this is done in direct furtherance of the organisation’s charitable purposes. 7. Clause 6 does not prevent the organisation from making any payment which is permitted under clauses 92 to 96 (remuneration and expenses). Liability of MEMBERS 8. The MEMBERS of the organisation have no liability to pay any sums to help to meet the debts (or other liabilities) of the organisation if it is wound up; accordingly, if the organisation is unable to meet its debts, the MEMBERS will not be held responsible. 9. The MEMBERS and CHARITY TRUSTEES have certain legal duties under the Scottish Charities Act; and clause 8 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 organisation consists of: a. the MEMBERS (refer clauses 12 – 26) - who have the right to participate in MEMBERS' meetings (including any annual MEMBERS’ meeting) and have important powers under the constitution; for example, the MEMBERS elect people as CHARITY TRUSTEES to serve on the BOARD and elect the officers of the Society and take decisions on changes to the constitution itself; b. the BOARD (refer clauses 65 – 98) - 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; and c. the EXECUTIVE COMMITTEE (refer clauses 119 and 120) – who is the only committee of the organisation that can take actions on behalf of the organisation in between regular meetings of the BOARD. All business transactions or decisions made by the EXECUTIVE COMMITTEE shall be reported to the BOARD by no later than the next regular meeting of the BOARD. The CHAIR of the BOARD shall call meetings of the EXECUTIVE COMMITTEE. 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: (a) any individual having by birthright, adoption, descent or marriage the surname “MacEwen” or (b) any individual with any name being a derivative of MacEwen, or anyone of whatever name who can show a genealogical connection to the MacEwen name by lineage or family descendancy or (c) any individual interested in the traditions, customs, projects or genealogy of Clan MacEwen. 13. Employees of the organisation are not eligible for membership; and a person who becomes an employee of the organisation after admission to membership will automatically cease to be a MEMBER as long as they remain an employee. 14. Membership in the organisation is on an individual basis and may be predicated upon payment of membership dues periodically set by the BOARD. The MEMBER shall remain a MEMBER of the organisation until such time as their membership subscription lapses through non-payment subject to a grace period of six months. The BOARD may, at its discretion, waive or reduce membership dues in cases of hardship when such cases are brought to the attention of the BOARD. The membership provisions of the organisation are to be non-discriminatory and accessible. 15. The BOARD may establish different categories of memberships including annual Membership, life Membership and honorary life Membership, and multi-year Membership. . 15.1 Annual Membership is for a person who meets the qualification criteria set forth in clause 12 and lasts for 1 year from acceptance of payment of dues. 15.2 Life Membership has the same qualification and privilege as an annual membership, but the requisite membership dues are paid by a single payment or on an instalment plan established by the BOARD, and the duration of membership is for the duration of that person’s life.

15.3 Honorary life Memberships may be awarded by the BOARD to individuals who have either shown exemplary dedication and assistance to the work of the organisation, or to individuals outside of Clan MacEwen Society as a sign of commendation, gratitude and friendship. The organisation may award a maximum of two Honorary Life Memberships per annum. Honorary life MEMBERS are not required to pay any membership dues and their membership in the organisation is for as long as that person is alive.

16. Any questions of eligibility for membership shall be submitted to the BOARD for approval or disapproval, and the decision of the BOARD will be final.

Register of MEMBERS 17. The BOARD must keep a register of MEMBERS, setting out: a. for each current MEMBER: i. their full name and address and contact information; and ii. the date on which they were registered as a MEMBER of the organisation. b. for each former MEMBER - for up to six years in accordance with the Society’s data protection and retention policies: i. their name; and ii. the date on which they ceased to be a MEMBER. c. all membership and trustee data shall be stored and processed in accordance with UK GDPR Protection Act 2018 requirements. 18. The BOARD must ensure that the register of MEMBERS is updated within 28 days of any change: a. which arises from a resolution of the BOARD, or a resolution passed by the MEMBERS of the organisation; or b. which is notified to the organisation.
19. The EXECUTIVE COMMITTEE of the organisation and the Members Secretary will have access to the register of MEMBERS through an online platform. There will be no sharing of the register of MEMBERS beyond that platform with any other person or in any other format unless required by law or authorised under the Society’s data protection policy. Withdrawal from membership 20. Any person who wants to withdraw from membership must give notice of withdrawal to the organisation (either in writing or by email); they will cease to be a MEMBER as from the time when the notice is received by the organisation. Transfer of membership 21. Membership of the organisation may not be transferred by a MEMBER. Re-registration of MEMBERS 22. The BOARD may, at any time, issue fee reminder notices to the MEMBERS (either in writing or by email) requiring them to confirm that they wish to remain as MEMBERS of the organisation and allowing them a period of 6 months (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 email) that they wish to remain as a MEMBER of the organisation before the expiry of the 6-month period referred to in clause 22, the BOARD may remove them from the register of MEMBERS. 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 6-month period.
Expulsion from membership 25. Any person may be expelled from membership by way of a resolution of the BOARD providing the following procedures have been observed: a. 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; b. the grounds for expulsion shall be engaging in any conduct which a reasonable person would conclude brings the Society into disrepute; c. the MEMBER concerned will be entitled to be heard on the resolution by the BOARD; and d. all expulsion proceedings shall be fair, transparent and non-discriminatory.

Termination of membership 26. Membership of the organisation will terminate on death. There will be no refund of dues paid for termination of membership (whether by Death, Withdrawal or Expulsion) if the termination is before the end of the member’s current membership year. DECISION-MAKING BY THE MEMBERS MEMBERS’ meetings 27. The BOARD must arrange a meeting of MEMBERS (an annual MEMBERS’ general meeting or "AGM") in each calendar year. 28. The gap between one AGM and the next must not be longer than 15 months. 29. Notwithstanding clause 27, an AGM does not need to be held during the calendar year in which the organisation is formed; but the first AGM must still be held within 15 months of the date on which the organisation is formed. 30. The business of each AGM must include: a. a report by the chair on the activities of the organisation; b. consideration of the annual accounts of the organisation; c. the election/re-election of CHARITY TRUSTEES, as referred to in clauses 70 to 73; and d. the election/re-election of officers. 31. The BOARD may arrange a special MEMBERS' meeting at any time. Power to request the BOARD to arrange a special MEMBERS’ meeting 32. The BOARD must arrange a special MEMBERS’ meeting if they are requested through the Secretary to do so by a notice (in writing or by email) by MEMBERS who amount to 10% or more of the total members of the organisation at the time, providing: a. the request bears the names of each member who is making the request; b. the request states the purposes for which the meeting is to be held; and c. those purposes are not inconsistent with the terms of this constitution, the Scottish Charities Act or any other applicable statutory provision. 33. If the BOARD receives a notice under clause 32, the date for the meeting which they arrange in accordance with the notice must not be later than 28 days from the date on which they received the notice. Notice of MEMBERS’ meetings 34. At least 21 clear days’ notice must be given of any AGM or any special MEMBERS' meeting. 35. The notice calling a MEMBERS' meeting must specify in general terms what business is to be dealt with at the meeting; and a. in the case of any resolution falling within clause 53 (requirement for two-thirds majority) must set out the exact terms of the resolution; and b. in the case of a resolution to alter the constitution, must set out the exact terms of the proposed alteration(s). 36. The reference to “clear days” in clause 34 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. 37. Notice of every MEMBERS' meeting (see also clause 32) must be given to all the MEMBERS of the organisation by the Society’s Secretary or by another Officer of the Society, and to all the CHARITY TRUSTEES; but the accidental omission to give notice to one or more MEMBERS or CHARITY TRUSTEES will not invalidate the proceedings at the meeting. 38. Any notice which is required to be given to a MEMBER under this constitution must be: a. sent by email to the MEMBER, at the email address last notified by them to the organisation: or b. sent by post to the MEMBER, at the address last notified by them to the organisation. 39. If MEMBERS and CHARITY TRUSTEES are to be permitted to participate in a MEMBERS’ meeting by way of audio and/or audio-visual link(s) (see clause 42), the notice (or notes accompanying the notice) must: a. set out details of how to connect and participate via that link or links; and b. (particularly for the benefit of those MEMBERS who may have difficulties in using a computer or laptop for this purpose) draw MEMBERS' attention to the following options: i. participating in the meeting via an audio link accessed by phone, using dial-in details (if that forms part of the arrangements); and ii. submitting questions and/or comments in advance of the meeting. 40. Where a MEMBERS’ meeting is to involve participation solely via audio and/or audio-visual links(s), the notice (or notes accompanying the notice) must include a statement inviting MEMBERS to submit questions and/or comments in advance of the meeting, which (subject to clause 41) the chairperson of the meeting will be expected to read out, and address, in the course of the meeting. 41. Where clause 40 applies, the chairperson of a MEMBERS’ meeting will not be required to read out or address any questions or comments submitted by MEMBERS in advance of the meeting if and to the extent that the questions or comments are of an unreasonable length (individually or taken together), or contain material which is defamatory, racist or otherwise offensive, in the judgement of the majority of the EXECUTIVE COMMITTEE. Procedure at MEMBERS’ meetings 42. The BOARD may if they consider appropriate (and must, if this is required under clause 43) make arrangements for MEMBERS and CHARITY TRUSTEES to participate in MEMBERS’ meetings by way of audio and/or audio-visual link(s) which allow them to hear and contribute to discussions at the meeting, providing: a. the means by which MEMBERS and CHARITY TRUSTEES can participate via that link or links are not subject to technical complexities, significant costs or other factors which are likely to represent - for all or a significant proportion of the members - a barrier to participation; b. the notice calling the meeting (or notes accompanying the notice) contains the information required under clauses 39-40; and c. the manner in which the meeting is conducted ensures, so far as reasonably possible, that those MEMBERS and CHARITY TRUSTEES who participate via an audio or audio-visual link are not disadvantaged with regard to their ability to contribute to discussions at the meeting, as compared with those MEMBERS and CHARITY TRUSTEES (if any) who are attending in person (and vice versa). 43. If restrictions arising from public health legislation or guidance are likely to mean that attendance in person at a proposed MEMBERS’ meeting would not be possible or advisable for all or a significant proportion of the membership, the BOARD must make arrangements for MEMBERS and CHARITY TRUSTEES to participate in that MEMBERS’ meeting by way of audio and/or audio-visual link(s) which allow them to hear and contribute to discussions at the meeting; and on the basis that the requirements set out in paragraphs (a) to (c) of clause 42 will apply. 44. A MEMBERS’ meeting may involve two or more MEMBERS or CHARITY TRUSTEES participating via attendance in person while other MEMBERS and/or CHARITY TRUSTEES participate via audio and/or audio-visual links; so long as it involves a quorum (see clause 45). 45. References to MEMBERS in clauses 39 to 44 should be taken to include proxies for MEMBERS. 46. The quorum for a MEMBERS' meeting is 15% total membership present in person, subject to clauses 56-58. 47. An individual participating in a MEMBERS’ meeting via an audio or audio-visual link 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 MEMBER), will be deemed to be in attendance at the meeting. 48. If a quorum is not present within one hour 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 to voting; and fresh notices of meeting will be required to be sent out, to deal with the business (or remaining business) which was intended to be conducted. 49. The CHAIR of the organisation should act as chairperson of each MEMBERS' meeting. 50. 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 VICE CHAIR will act as chairperson if present at the meeting, or if not present then the CHARITY TRUSTEES present must elect (from among themselves) the person who will act as chairperson of that meeting. Voting at MEMBERS’ meetings 51. Every MEMBER has one vote, which must be given personally (subject to clause 47 and clause 45 regarding proxies). 52. All decisions at MEMBERS' meetings will be made by majority vote - with the exception of the types of resolution listed in clause 53. 53. 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 60): a. a resolution amending the constitution; b. a resolution removing a person from office as a CHARITY TRUSTEE under paragraph (i) of clause 76; c. a resolution directing the BOARD to take any particular step (or directing the BOARD not to take any particular step) under clause 87; d. 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); e. a resolution to the effect that all of the organisation’s property, rights and liabilities should be transferred to another SCIO (or agreeing to the transfer from another SCIO of all of its property, rights and liabilities); and f. a resolution for the winding up or dissolution of the organisation. 54. If there is an equal number of votes for and against any resolution, the chairperson of the meeting will be entitled to a casting vote subject to clauses 97 and 98. 55. 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. 56. Where MEMBERS are participating in a meeting via an audio or audio-visual link, they may cast their votes on any resolution orally, or by way of some form of visual indication, or by use of a voting button or similar, or by way of a message sent electronically - and providing the BOARD have no reasonable grounds for suspicion as regards authenticity, any such action shall be deemed to be a vote cast personally via a show of hands. 57. The chairperson will decide how any secret ballot is to be conducted, and the chairperson will declare the result of the ballot at the meeting. The chairperson is subject to clauses 90, and 91, and 97 and 98 in this matter. 58. Where MEMBERS are participating in a meeting via audio and/or audio-visual links, the chairperson's directions regarding how a secret ballot is to be conducted may allow those MEMBERS to cast their votes on the secret ballot via any or all of the methods referred to in clause 56, providing reasonable steps are taken to preserve anonymity (while at the same time, addressing any risk of irregularities in the process). The chairperson is subject to clauses 97 and 98 in this matter.

59. The principles set out in clauses 56 and 58 shall also apply in relation to the casting of votes by an individual in their capacity as proxy for a member.

Technical objections to remote participation in MEMBERS’ meetings

60. This constitution imposes certain requirements regarding the use of audio and/or audio-visual links as a means of participation and voting at MEMBERS’ meetings; providing the arrangements made by the BOARD in relation to a given MEMBERS’ meeting (and the manner in which the meeting is conducted) are consistent with those requirements: a. a MEMBER cannot insist on participating in the MEMBERS’ meeting, or voting at the MEMBERS’ meeting, by any particular means; b. the MEMBERS’ meeting need not be held in any particular place; c. the MEMBERS’ meeting may be held without any particular number of those participating in the meeting being present in person at the same place (but, notwithstanding that, the quorum requirements - taking account of those participating via audio and/or audio-visual links - must still be met); d. the MEMBERS’ meeting may be held by any means which permits those participating in the meeting to hear and contribute to discussions at the meeting; and e. a MEMBER will be able to exercise the right to vote at the MEMBERS’ meeting (including where a secret ballot is to be held) by such means as is determined by the chairperson of the meeting (consistent with the arrangements made by the BOARD) and which permits that MEMBER's vote to be taken into account in determining whether or not a resolution is passed. Written resolutions by MEMBERS
61. A resolution agreed to in writing (or by email) 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 of MEMBERS’ meetings
62. The BOARD must ensure that proper minutes are kept in relation to all MEMBERS' meetings, and that a proper record is kept of all resolutions agreed to in writing or by email under clause 61.
63. Minutes of MEMBERS' meetings must include the names of those present; and (so far as possible) should be signed by the chairperson of the meeting.
64. The records of resolutions kept under clause 61 must include confirmation that all MEMBERS agreed to the resolution; and should be signed by the chair of the organisation.

BOARD OF CHARITY TRUSTEES Number of CHARITY TRUSTEES
65. The maximum number of CHARITY TRUSTEES is 9; out of that: a. no more than 6 shall be CHARITY TRUSTEES who were elected/appointed under clauses 70 to 72 (or deemed to have been appointed by the MEMBERS under clauses 69 to 72); and b. no more than 3 shall be CHARITY TRUSTEES who were co-opted by the BOARD under the provisions of clauses 74 and 75.
66. The minimum number of CHARITY TRUSTEES is 5. Eligibility 67. A person shall not be eligible for election/appointment to the BOARD under clauses 70 to 72 unless they are a MEMBER of the organisation; a person appointed to the BOARD under clauses 74 and 75 need not, however, be a MEMBER of the organisation. 68. A person will not be eligible for election or appointment to the BOARD if they are: a. disqualified from being a CHARITY TRUSTEE under the Scottish Charities Act; or b. an employee of the organisation. Initial CHARITY TRUSTEES 69. The individuals who signed the CHARITY TRUSTEE declaration forms which accompanied the application for incorporation of the organisation shall be deemed to have been appointed by the MEMBERS as CHARITY TRUSTEES with effect from the date of incorporation of the organisation. Election, re-election 70. At each AGM, the MEMBERS may elect any MEMBER (subject to clause 67 and providing they are not debarred under clause 68) to be a CHARITY TRUSTEE. 71. The BOARD may at any time appoint any MEMBER (subject to clause 67 and providing they are not debarred under clause 68) to be a CHARITY TRUSTEE. 72. At each AGM all of the CHARITY TRUSTEES elected/appointed under clauses 70 and 71 (and, in the case of the first AGM, those deemed to have been appointed by the MEMBERS under clause 69) shall retire from office – but shall then be eligible for re-election under clause 73. 73. A CHARITY TRUSTEE retiring at an AGM may be re-elected unless: a. they advise the BOARD prior to the conclusion of the AGM that they do not wish to be re-elected or reappointed as a CHARITY TRUSTEE; or b. an election process was held at the AGM, and they were not among those elected or re-elected through that process.
Appointment/re-appointment of co-opted CHARITY TRUSTEES 74. In addition to their powers under clause 71, the BOARD may at any time appoint any NON-MEMBER of the organisation to be a CHARITY TRUSTEE (subject to clause 66, and providing they are not debarred under clause 68) either on the basis that they have been nominated by a body with which the organisation has close contact in the course of its activities or on the basis that they have specialist experience and/or skills which could be of assistance to the BOARD. Any CHARITY TRUSTEE appointed pursuant to this clause shall serve until the next Annual General Meeting when they must either retire or be reappointed. 75. At each AGM, all of the CHARITY TRUSTEES appointed under clause 71 and those coopted under clause 74 shall retire from office – but shall then be eligible for re-appointment by the BOARD (after the AGM) under that clause. Termination of office 76. A CHARITY TRUSTEE will automatically cease to hold office if: a. they become disqualified from being a CHARITY TRUSTEE under the Scottish Charities Act; or b. 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; or c. (in the case of a CHARITY TRUSTEE elected/appointed under clauses 71 to 73, or deemed to have been appointed by the MEMBERS under clause 70) they cease to be a MEMBER of the organisation; or d. they become an employee of the organisation; or e. they give the organisation a notice of resignation (either in writing or by email); or f. they are absent (without good reason, in the opinion of the BOARD) from more than three consecutive BOARD meetings - but only if the BOARD resolve to remove them from office; or g. they are removed from office by resolution of the BOARD 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 97 to 98); or h. they are removed from office by resolution of the BOARD on the grounds that they are considered to have been in serious or persistent breach of their duties under section 66 (1) and (2) of the Scottish Charities Act; or i. they are removed from office by a resolution of the MEMBERS passed at a MEMBERS’ meeting. 76.1. Upon becoming aware of the disqualification of any CHARITY TRUSTEE of the organisation, the BOARD shall promptly record the cessation in the minutes, update the register of CHARITY TRUSTEES, and notify the Office of the Scottish Charity Registry (OSCR) within the required period. 77. A resolution under paragraph g, h or i of clause 76 shall be valid only if: a. 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; b. 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; c. (in the case of a resolution under paragraph g or h of clause 76) at least two thirds (to the nearest round number) of the CHARITY TRUSTEES then in office vote in favour of the resolution; and d. (in the case of a resolution under paragraph (i)) of clause 76) at least two thirds (to the nearest round number) of the votes cast in relation to the resolution were in favour of the resolution. Register of CHARITY TRUSTEES 78. The BOARD must keep a register of CHARITY TRUSTEES, setting out: a. for each current CHARITY TRUSTEE: i. their full name and address and contact information; ii. the date on which they were appointed as a CHARITY TRUSTEE; and iii. any office held by them in the organisation;
b. for each former CHARITY TRUSTEE - for at least 6 years from the date on which they ceased to be a CHARITY TRUSTEE: i. the name of the CHARITY TRUSTEE; ii. any office held by them in the organisation; and iii. the date on which they ceased to be a CHARITY TRUSTEE. 79. The BOARD must ensure that the register of CHARITY TRUSTEES is updated within 28 days of any change: a. which arises from a resolution of the BOARD or a resolution passed by the MEMBERS of the organisation; or b. which is notified to the organisation.
80. If any person requests a copy of the register of CHARITY TRUSTEES, the BOARD must ensure that a copy is supplied to them within 28 days, providing the request is reasonable; if the request is made by a person who is not a CHARITY TRUSTEE of the organisation, the BOARD may provide a copy which has the addresses blanked out - if the organisation is satisfied that including that information is likely to jeopardise the safety or security of any person or premises. Office-bearers 81. The officers of the organisation i.e. CHAIR, VICE CHAIR, a TREASURER and a SECRETARY shall be elected by the MEMBERS. 81.1 To be an officer of the Society, a person must be a member of the Society in good standing. 81.2 To be an officer of the Society, a person must be contemporaneously elected to serve as a CHARITY TRUSTEE while also serving as an officer. 82. In addition to the office-bearers required under clause 81, the CHARITY TRUSTEES may elect (from among themselves) further office-bearers if they consider that appropriate. 83. All of the office-bearers will cease to hold office at the conclusion of each AGM but may then be re-elected by the BOARD under clause 81 or 82. 84. A person elected to any office will automatically cease to hold that office: a. if they cease to be a CHARITY TRUSTEE; or b. if they give to the organisation a notice of resignation from that office (either in writing or by email). Powers of BOARD 85. Except where this constitution states otherwise: a. the organisation (and its assets and operations) will be managed by the BOARD; and b. the BOARD may exercise all the powers of the organisation. 86. A meeting of the BOARD at which a quorum is present may exercise all powers exercisable by the BOARD. 87. The MEMBERS may, by way of a resolution passed in compliance with clause 53 (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 88. 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: a. seek, in good faith, to ensure that the organisation acts in a manner which is in accordance with its purposes; b. act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person; c. in circumstances giving rise to the possibility of a conflict of interest between the organisation and any other party: i. put the interests of the organisation before that of the other party; or ii. where any other duty prevents them from doing so, disclose the conflicting interest to the organisation and refrain from participating in any deliberation or decision of the other CHARITY TRUSTEES with regard to the matter in question; and d. ensure that the organisation complies with any direction, requirement, notice or duty imposed under or by virtue of the Scottish Charities Act. 89. In addition to the duties outlined in clause 88, all of the CHARITY TRUSTEES must take such steps as are reasonably practicable for the purpose of ensuring: a. that any breach of any of those duties by a CHARITY TRUSTEE is corrected by the CHARITY TRUSTEE concerned and not repeated; and b. that any CHARITY TRUSTEE who has been in serious or persistent breach of those duties is removed as a CHARITY TRUSTEE.

Conflicts of interest involving CHARITY TRUSTEES - general 90. The BOARD must use every effort to ensure that conflicts of interest involving CHARITY TRUSTEES (including those which relate to individuals or bodies connected with CHARITY TRUSTEES) are identified at the earliest opportunity and appropriately managed; the following provisions of this constitution are of particular relevance: a. Clauses 88 and 94 require CHARITY TRUSTEES to declare any personal interest which they may have in any transaction or other arrangement with the organisation; b. Clause 117 prohibits a CHARITY TRUSTEE with a personal interest in a proposed arrangement from voting on the question of whether the organisation should enter into that arrangement; and c. Clause 93 (reflecting similar provisions contained in the Scottish Charities Act) sets out restrictions and conditions for any arrangement under which remuneration would be paid to a CHARITY TRUSTEE (or where the CHARITY TRUSTEE might benefit from remuneration paid to a connected party). 91. In addition to complying with the provisions referred to in clause 90: a. the BOARD must maintain a register of CHARITY TRUSTEES’ interests; b. the chairperson of each BOARD meeting must invite declarations of interest, shortly after the start of the meeting; and c. the minutes of each BOARD meeting must record any conflicts of interest which have been declared at the meeting and must set out in detail how any such conflicts of interest have been managed. Remuneration and expenses 92. 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 their duties as a CHARITY TRUSTEE. 93. Where a CHARITY TRUSTEE provides services to the organisation or might benefit from any remuneration paid to a connected party for such services: a. the maximum amount of the remuneration must be specified in a written agreement and must be reasonable; and b. the BOARD must be satisfied that it would be in the interests of the organisation to enter into the arrangement (taking account of that maximum amount). 94. Provided they have declared their interest - and have 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 they have a personal interest where that is not prohibited under clause 92 or 95 and (subject to clause 93 and to the provisions relating to remuneration for services contained in the Scottish Charities Act), they may retain any personal benefit which arises from that arrangement. 95. The organisation may also enter into an arrangement with a MEMBER who is not a CHARITY TRUSTEE (or with a person or body connected with a MEMBER who is not a CHARITY TRUSTEE) under which that MEMBER (or the connected person or body) receives payment for goods or services provided by them to the organisation, but only if: a. the terms and conditions (including the amount of the payment(s)) are at least as good (from the organisation’s point of view) as those which would be expected if the goods or services had been sourced on the open market; and b. the BOARD is satisfied, after careful consideration, that the arrangement is in the best interests of the organisation; and c. these same principles will apply in relation to any arrangement under which a MEMBER (or a person or body connected with a MEMBER) lets premises to the organisation or makes a loan to the organisation. 96. The CHARITY TRUSTEES may be paid all travelling and other expenses reasonably incurred by them in connection with carrying out their duties; this may include expenses relating to their attendance at meetings. Code of conduct for CHARITY TRUSTEES 97. 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. 98. The code of conduct referred to in clause 97 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 Scottish Charities Act; 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 99. Any CHARITY TRUSTEE may call a meeting of the BOARD or may ask the secretary to call a meeting of the BOARD. 100. At least 7 days' notice must be given of each BOARD meeting, unless (in the opinion of the CHAIR) there is a degree of urgency which makes that inappropriate. 101. If CHARITY TRUSTEES are to be permitted to participate in a BOARD meeting by way of audio and/or audio-visual link(s), the CHARITY TRUSTEES must, in advance of the meeting, be provided with details of how to connect and participate via that link or links; and (particularly for the benefit of those CHARITY TRUSTEES who may have difficulties in using a computer or laptop for this purpose) the CHARITY TRUSTEES' attention should be drawn to the following options: a. participating in the meeting via an audio link accessed by phone, using dial-in details (if that forms part of the arrangements); or b. the ability to attend the meeting in person (where attendance in person is to be permitted either on an open basis or subject to a restriction on the total number who will be permitted to attend). Procedure at BOARD meetings 102. No valid decisions can be taken at a BOARD meeting unless a quorum is present; the quorum for BOARD meetings is 5 CHARITY TRUSTEES, including at least 2 officers, present in person. 103. An individual participating in a BOARD meeting via an audio or audio-visual link 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. 104. If at any time the number of CHARITY TRUSTEES in office falls below the number stated as the quorum in clause 102, 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. 105. The CHAIR of the organisation should act as chairperson of each BOARD meeting. 106. 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 VICE CHAIR if present will act as chairperson or if not present the CHARITY TRUSTEES present at the meeting must elect (from among themselves) the person who will act as chairperson of that meeting. 107. Every CHARITY TRUSTEE has one vote, which must be given personally (subject to clause 110). 108. All decisions at BOARD meetings will be made by majority vote. 109. If there is an equal number of votes for and against any resolution, the chairperson of the meeting will be entitled to a casting vote. 110. The BOARD may if they consider appropriate (and must, if this is required under clause 111), allow CHARITY TRUSTEES to participate in BOARD meetings by way of an audio and/or audio-visual link or links which allow them to hear and contribute to discussions at the meeting, providing: a. the means by which CHARITY TRUSTEES can participate via that link or links are not subject to technical complexities, significant costs or other factors which are likely to represent - for all, or a significant proportion, of the CHARITY TRUSTEES - a barrier to participation; and b. the manner in which the meeting is conducted ensures, so far as reasonably possible, that those CHARITY TRUSTEES who participate via an audio or audio-visual link are not disadvantaged with regard to their ability to contribute to discussions at the meeting, as compared with those CHARITY TRUSTEES (if any) who are attending in person (and vice versa). 111. If restrictions arising from public health legislation or guidance are likely to mean that attendance in person at a proposed BOARD meeting would not be possible or advisable for one or more of the CHARITY TRUSTEES, the BOARD must make arrangements for CHARITY TRUSTEES to participate in that BOARD meeting by way of audio and/or audio-visual link(s); and on the basis that: a. the requirements set out in paragraphs (a) and (b) of clause 110 will apply; and b. the BOARD must use all reasonable endeavours to ensure that all CHARITY TRUSTEES have access to one or more means by which they may hear and contribute to discussions at the meeting. 112. A BOARD meeting may involve two or more CHARITY TRUSTEES participating via attendance in person while other CHARITY TRUSTEES participate via audio and/or audio-visual links; or it may involve participation solely via audio and/or audio-visual links. 113. When a CHARITY TRUSTEE or CHARITY TRUSTEES are participating in a BOARD 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 voting button or similar, or by way of a message sent electronically. 114. The BOARD may, at its discretion, allow any person to attend (whether in person or by way of an audio or audio-visual link) and speak at a BOARD meeting notwithstanding that they are not a CHARITY TRUSTEE - but on the basis that they must not participate in decision-making. 115. 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 they have a personal interest or duty which conflicts (or may conflict) with the interests of the organisation; they must withdraw from the meeting while an item of that nature is being dealt with. 116. For the purposes of clause 115: a. an interest held by an individual who is “connected” with the CHARITY TRUSTEE under section 68(2) of the Scottish Charities Act (husband/wife, partner, child, parent, brother/sister etc) shall be deemed to be held by that CHARITY TRUSTEE; and b. a CHARITY TRUSTEE will (subject to clause 115) 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 management committee, officer or elected representative (or a body in relation to which they are a major shareholder or have some other significant financial interest) has an interest in that matter. 117. Where a subsidiary of the organisation has an interest in a particular matter which is to be considered by the BOARD, a CHARITY TRUSTEE who is also a director of that subsidiary will not be debarred from voting on that matter (read in conjunction with clause 90 (b) unless they have a different personal interest in that matter, unrelated to their position as a director of that subsidiary). Technical objections to remote participation in BOARD meetings 118. The principles set out in clause 60 (technical objections to remote participation) shall apply in relation to remote participation and voting at BOARD meetings, as if each reference in that clause to a MEMBER were a reference to a CHARITY TRUSTEE and each reference in that clause to a MEMBERS’ meeting were a reference to a BOARD meeting.